DEF 14A of Scansource, Inc., Oct 25, 2024

DEF 14A of Scansource, Inc.

Filed Oct 25, 2024 · FY20240001193125-24-243514

Open on EDGAR

  1. Proposal Number 1 – Election of Directors

    Proposal Number 1 – Election of Directors The Board currently consists of eight members and has no vacancies. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until their term expires at the 2025 Annual Meeting of Shareholders or until their successor is duly elected and qualified. All the nominees are currently serving as directors and were elected to the Board at the Company’s Annual Meeting of Shareholders held on January 25, 2024. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. We believe that each of the nominees has served our shareholders’ interests well during their tenure as a director and will continue to do so. We believe that the Company and our shareholders benefit from the wide variety of industry and professional experience that characterizes the members of the Board. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

  2. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    INFORMATION REGARDING NOMINEES FOR DIRECTOR The following sets forth certain information regarding the proposed nominees, including each director’s specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee is well-qualified to serve as a member of the Board.

  3. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Michael L. Baur AGE 67 DIRECTOR SINCE December 1995 COMMITTEES: ■ None | Experience Mike Baur is our Chair and Chief Executive Officer. Baur has served as either our President or Chief Executive Officer since our inception in December 1992, as a director since December 1995, and as the Chair of the Board since February 2019. Qualifications Baur has served the Company since its inception and has developed a deep institutional knowledge and perspective regarding the Company’s strengths, challenges and opportunities. Baur has more than 40 years of experience in the information technology industry, having served in various leadership and senior management roles in the technology and distribution industries before joining ScanSource. Baur brings strong leadership, entrepreneurial, and business building and development skills and experience to the Board, particularly as it focuses on identifying and managing the key strategic risks facing the Company. |

  4. INFORMATION REGARDING NOMINEES FOR DIRECTOR

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  5. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Peter C. Browning AGE 83 DIRECTOR SINCE June 2014 LEAD INDEPENDENT DIRECTOR SINCE February 2019 COMMITTEES: ■ Audit ■ Compensation ■ Nominating and Corporate Governance (Chair) | Experience Peter Browning has served as a director of the Company since June 2014 and as Lead Independent Director since February 2019. Browning has extensive experience in business, serving as an executive officer of numerous public companies, including Continental Can Company, Inc., National Gypsum Company and Sonoco Products Company. He also has served on more than 14 public company boards, including Acuity Brands, Inc. from 2001 to 2021, Enpro Inc. (formerly known as EnPro Industries, Inc.) from 2001 to 2015, Lowe’s Companies, Inc. from 1997 to 2014, Nucor Corporation from 1999 to 2015, The Phoenix Companies, Inc. from 1988 to 1999 and from 2000 to 2009, and Wachovia Corporation from 2002 to 2008, and in a variety of board leadership roles, including non-executive Chair, lead director and Chair of audit, compensation and governance/nominating committees. Browning currently serves on the board of directors of GMS Inc. Qualifications Browning is a well-known authority on board governance and his knowledge and experience in that area are invaluable to the Board. He was the Dean of the McColl School of Business at Queens University of Charlotte from 2002 to 2005 and has served as the Managing Partner of Peter Browning Partners, a board advisory consulting firm, since 2009. In 2011 and 2012, Browning was selected for the “NACD Directorship 100” (a list of the most influential people in corporate governance in the boardroom), and, in 2023, he was recognized by the NACD with the B. Kenneth West Lifetime Achievement Award (an annual award that recognizes a director who demonstrates exceptional achievements during the director’s board career, including a dedication to effective leadership and the director’s improvement of corporate governance). He co-authored a book on governance guidance, titled The Directors Manual: A Framework for Board Governance, which offers practical advice on leading an organization’s board. | | Frank E. Emory, Jr. AGE 67 DIRECTOR SINCE October 2020 COMMITTEES: ■ Audit ■ Compensation ■ Nominating and Corporate Governance | Experience Frank Emory has served as a director of the Company since October 2020. Emory joined Novant Health, a leading healthcare provider, in December 2018 and currently serves as its Executive Vice President, Chief Legal Officer. From June 2001 to December 2018, he served as a partner with Hunton Andrews Kurth LLP, an international law firm. Qualifications As a former partner of Hunton Andrews Kurth LLP, a former Chair of the Economic Development Partnership of North Carolina Inc., and an executive of Novant Health (including serving as its Chief Administrative Officer), as well as a member of numerous non-profit company and university boards, Emory brings considerable experience overseeing legal, government relations, risk management, corporate audit, compliance, human resources and diversity, inclusion and health equity teams to the Board. |

  6. INFORMATION REGARDING NOMINEES FOR DIRECTOR

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  7. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Charles A. Mathis AGE 64 DIRECTOR SINCE August 2021 COMMITTEES: ■ Audit (Chair) ■ Compensation ■ Nominating and Corporate Governance | Experience Charles Mathis has served as a director of the Company since August 2021. Mathis joined the board of directors at SRI International, an independent nonprofit research institute, in March 2024. Mathis served as Executive Vice President and Chief Financial Officer of Amentum Services, Inc., a government and commercial services provider, from December 2021 to June 2023. Previously, Mathis served as Executive Vice President and Chief Financial Officer of Science Applications International Corporation (“SAIC”), a U.S. government information technology services provider, from 2016 to 2021. Prior to joining SAIC, Mathis served as Chief Financial Officer of the Company from 2012 to 2016. Prior to joining the Company, Mathis was Chief Financial Officer of Force Protection Inc., a global defense company, from 2008 to 2012. He also served as Chief Financial Officer of EFW, Inc. from 2006 to 2008. Qualifications As a former executive at SAIC, a Fortune 500 company (including serving as its Chief Financial Officer), Mathis has extensive experience in mergers and acquisitions, finance and accounting, financial controls, and U.S. government contracting and compliance. Mathis also brings to the Board an understanding of the Company and its business, having previously served as its Chief Financial Officer. | | Vernon J. Nagel AGE 66 DIRECTOR SINCE August 2023 COMMITTEES: ■ Audit ■ Compensation ■ Nominating and Corporate Governance | Experience Vernon Nagel has served as a director of the Company since August 2023. Nagel served as Executive Chair of the board of directors of Acuity Brands, Inc., an industrial technology company, from February 2020 until his retirement in December 2020. Prior to that, Nagel served as Chair and Chief Executive Officer of Acuity Brands, Inc. from September 2004 through January 2020 and as President of Acuity Brands, Inc. from August 2005 to August 2019. Mr. Nagel served as Vice Chair and Chief Financial Officer of Acuity Brands, Inc. from January 2004 through August 2004 and as Executive Vice President and Chief Financial Officer of Acuity Brands, Inc. from December 2001 to January 2004. Nagel currently serves as a member of the board of directors of The AZEK Company Inc., a provider of sustainable outdoor residential products, and Southwire Company, LLC, a leading provider of wire and cable and other electrical solutions. Qualifications Nagel has extensive management and leadership experience, having previously served as Chair and Chief Executive Officer of a multi-national public company. Over the course of his career at Acuity Brands, Inc., Nagel enhanced shareholder value by introducing new technologies, expanding markets served through organic growth and acquisitions, and driving company-wide productivity. Nagel’s background provides the Board with invaluable executive leadership experience and financial and accounting expertise. |

  8. INFORMATION REGARDING NOMINEES FOR DIRECTOR

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  9. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Dorothy F. Ramoneda AGE 65 DIRECTOR SINCE November 2019 COMMITTEES: ■ Audit ■ Compensation ■ Nominating and Corporate Governance | Experience Dorothy Ramoneda has served as a director of the Company since November 2019. Ramoneda served as Executive Vice President and/or Chief Information Officer of First-Citizens Bank & Trust Company (“FCB”), a subsidiary of First Citizens BancShares, Inc., from July 2012 until May 2024. Prior to that, she served as Chief Information Officer of Progress Energy, Inc., a North Carolina utilities company, from 2002 to 2012 and as Vice President of Information Technology and Telecommunications of Progress Energy, Inc. from 2000 to 2002. Qualifications Ramoneda has extensive leadership experience, having served as the Chief Information Officer of a Fortune 500 company and in multiple industries. Ramoneda started her career at the accounting firm Arthur Andersen LLP doing system integration, business process outsourcing and practice management. Over Ramoneda’s career, she has provided leadership for the continued development of innovative, robust and secure information technology environments, giving her an understanding of the challenges and issues in our industry and the industries of many of our vendors and customers. Given Ramoneda’s background as a Chief Information Officer in the financial services industry, she brings particular expertise to the Board’s oversight of our cybersecurity and other information technology risks, including strategies for mitigating these risks and addressing data breaches. | | Jeffrey R. Rodek AGE 71 DIRECTOR SINCE May 2020 COMMITTEES: ■ Audit ■ Compensation ■ Nominating and Corporate Governance | Experience Jeffrey Rodek has served as a director of the Company since May 2020. Rodek has served as an Executive Network Advisor and as a Limited Partner of Tensility Venture Partners, a venture capital firm investing in early-stage artificial intelligence startups, since October 2017, as well as an Executive Advisor and as a member of the Leadership Council of Pathr.ai Inc., an artificial intelligence-powered spatial intelligence software company, since September 2021. From July 2007 to May 2018, Rodek served as a Senior Lecturer at the Fisher College of Business at The Ohio State University. Prior to that, Rodek served as Senior Advisor and as Executive Partner at Accretive, LLC from July 2007 to December 2009; as Chair and Chief Executive Officer of Hyperion Solutions Corporation from October 1999 to April 2007, and as President and Chief Operating Officer of Ingram Micro Corporation from 1995 to 1999. Qualifications Rodek has over 40 years of business and leadership experience spanning across multiple industries. Over Rodek’s career, he has driven performance growth and improved corporate governance strategies in the logistics, enterprise software and technology solutions industries, giving him a keen understanding of the challenges and issues present in our industry. |

  10. INFORMATION REGARDING NOMINEES FOR DIRECTOR

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  11. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Elizabeth O. Temple AGE 59 DIRECTOR SINCE September 2017 COMMITTEES: ■ Audit ■ Compensation (Chair) ■ Nominating and Corporate Governance | Experience Elizabeth Temple has served as a director of the Company since September 2017. Temple has served as Chair and Chief Executive Officer of the law firm of Womble Bond Dickinson (US) LLP since January 2016, positions she will hold until January 1, 2025. She has been a practicing corporate and securities attorney at the firm since 1989. Prior to serving as Chair and Chief Executive Officer, Temple served in a number of other leadership roles at the firm and she has been a partner at the firm since 1997. Temple has also served on the board of directors of Messer Construction Co., a construction management and general contractor, since March 2023. Qualifications Temple has extensive leadership experience serving as U.S. Chair and Chief Executive Officer of a transatlantic law firm. Over Temple’s legal career, she has counseled public and private companies on their highest strategic priorities, giving her an understanding of the challenges and issues in the Company’s industry and the industries of many of its vendors and customers. Her background as a legal advisor to public companies and boards provides the Board with additional expertise in the areas of risk management, corporate governance, acquisitions and securities regulation. |

  12. INFORMATION REGARDING NOMINEES FOR DIRECTOR

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  13. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    The table below sets forth the compensation paid to each non-employee director who served on the Board of Directors in fiscal 2024. Directors who are also employees of ScanSource (in fiscal 2024, Mike Baur) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board.

  14. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2)(3) ($) | Total ($) | | Peter C. Browning | 170,000 | 150,004 | 320,004 | | Frank E. Emory | 85,000 | 150,004 | 235,004 | | Charles A. Mathis | 110,000 | 150,004 | 260,004 | | Vernon J. Nagel(4) | 70,833 | 150,004 | 220,837 | | Dorothy F. Ramoneda | 85,000 | 150,004 | 235,004 | | Jeffrey R. Rodek | 85,000 | 150,004 | 235,004 | | Elizabeth O. Temple | 100,000 | 150,004 | 250,004 | | Charles R. Whitchurch(5) | 49,583 | 150,004 | 199,587 |

  15. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (1) Amounts shown are the aggregate grant date fair value of restricted stock units computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see Note 11 to our audited consolidated financial statements for fiscal 2024, included in the Annual Report (as defined below). Each non-employee director received restricted stock units on August 25, 2023 for 4,759 shares, at a closing stock price on that day of $31.52, that vested in August 2024. |

  16. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (2) Each non-employee director had 4,759 unvested restricted stock units as of June 30, 2024. |

  17. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (3) Browning, Rodek and Temple have elected to defer their annual equity grants; a total of 22,759, 13,759 and 22,759 restricted stock units are deferred respectively. |

  18. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (4) Nagel was appointed as a director of the Company, effective August 16, 2023. |

  19. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (5) Whitchurch retired from the Board when his term of office expired at the Company’s Annual Meeting of Shareholders held on January 25, 2024. |

  20. EXECUTIVE COMPENSATION

    | ■ | Variable cash incentives are payable to NEOs to encourage the achievement of various pre-determined performance metrics, business growth opportunities, management goals and profitability of business units, all of which focus our NEOs on performance goals intended to enhance shareholder value. |

  21. EXECUTIVE COMPENSATION

    | ■ | Awards of long-term equity incentives, in the form of performance-based and service-based restricted stock unit awards, directly align the interests of our NEOs and shareholders. |

  22. EXECUTIVE COMPENSATION

    | ■ | Linking the personal financial interests of our NEOs to the Company’s long-term performance discourages excessive risk-taking and encourages behavior that supports sustainable shareholder value creation. |

  23. BACKGROUND OF THE PROPOSAL

    BACKGROUND OF THE PROPOSAL We seek your approval of the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan. Our current omnibus incentive compensation plan, the 2021 Omnibus Incentive Plan, terminates upon shareholder approval of the 2024 Omnibus Incentive Plan. If the 2024 Omnibus Incentive Plan is approved, 1,500,000 new shares will be available, subject to the information set out below. The Board, upon recommendation of the Compensation Committee, unanimously approved the 2024 Omnibus Incentive Plan on October 21, 2024 (the “Effective Date”). Awards, other than restricted stock, may be granted under the 2024 Omnibus Incentive Plan on and after the Effective Date, but no such awards may be exercised, vested, paid or otherwise settled, or any shares of common stock issued, unless and until shareholder approval of the 2024 Omnibus Incentive Plan. Restricted stock may only be granted after shareholder approval of the 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive Plan will replace the 2021 Omnibus Incentive Plan, upon shareholder approval, and no further awards will be granted under the 2021 Omnibus Incentive Plan on or after the Effective Date. The terms and conditions of awards granted under the 2021 Omnibus Incentive Plan will not be affected by approval or adoption of the 2024 Omnibus Incentive Plan, and the 2021 Omnibus Incentive Plan will remain effective with respect to awards granted under the 2021 Omnibus Incentive Plan prior to shareholder approval of the 2024 Omnibus Incentive Plan. As of September 30, 2024, 735,583 shares of common stock were available for awards under the 2021 Omnibus Incentive Plan. If the 2024 Omnibus Incentive Plan is not approved, the 2021 Omnibus Incentive Plan will remain in effect pursuant to its terms. If the 2024 Omnibus Incentive Plan is approved, the 1,500,000 new shares available under the 2024 Omnibus Incentive Plan will be reduced on a one-for-one basis by the number of shares subject to awards granted under the 2021 Omnibus Incentive Plan, between September 30, 2024 (date of the equity overhang information below) and approval of the 2024 Omnibus Incentive Plan. Historical equity awards outstanding as of September 30, 2024 include (i) 931,294 full value awards, including restricted stock units and performance stock units and (ii) 538,013 stock options with a weighted average exercise price of $31.18 and a weighted average remaining term of 4.09 years. The Board believes that awards tied to our common stock and Company performance promote long-term success of the Company and views the 2024 Omnibus Incentive Plan as an essential element of the Company’s overall compensation program. The Compensation Committee considered, among other things, the existing terms of the 2021 Omnibus Incentive Plan, our compensation philosophy and practices, as well as feedback from our shareholders and other stakeholders. Under the 2024 Omnibus Incentive Plan, we can grant stock options, including non-qualified options and ISOs, stock appreciation rights (“SARs”), restricted stock units, deferred stock, performance units and shares, dividend equivalents and other stock based awards. We believe that the 2024 Omnibus Incentive Plan (i) assists the Company in attracting, retaining and motivating our employees, officers, directors and consultants, (ii) provides equitable and competitive compensation opportunities; (iii) recognizes individual contributions; (iv) rewards goal achievement; and (v) aligns the interests of participants with those of our shareholders. We believe the Company’s best interests will be served by your approval of the 2024 Omnibus Incentive Plan.

  24. STOCK OPTIONS AND SARS

    STOCK OPTIONS AND SARS The Compensation Committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our parent or subsidiary corporations). A stock option allows a grantee to purchase a specified number of our shares at a predetermined price per share (the “Option Exercise Price”) during a fixed period measured from the date of grant. A SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share (the “SAR Exercise Price”). The Option Exercise Price or SAR Exercise Price will be determined by the Compensation Committee and set forth in the award agreement, but neither may be less than the fair market value of a share on the grant date (110% of the fair market value in case of certain ISOs or SARs granted in tandem with certain ISOs). The term of each option or SAR is determined by the Compensation Committee and set forth in the award agreement, except that the term may not exceed 10 years (five years in case of certain ISOs or SARs granted in tandem with certain ISOs).

  25. STOCK OPTIONS AND SARS

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  26. STOCK OPTIONS AND SARS

    Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the Compensation Committee, by delivering shares of common stock previously owned by the grantee, by the withholding of shares of common stock to be acquired upon the exercise of such option or by delivering restricted shares of common stock. The Compensation Committee may also permit a grantee to pay the Option Exercise Price through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as nonqualified options. No participant may be granted SARs in tandem with ISOs, which are first exercisable in any calendar year for shares of Company stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000. The Compensation Committee may award restricted shares consisting of shares of common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the Compensation Committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. Unless the award agreement eliminates such rights, a grantee receiving restricted shares will have the right to vote the restricted shares and to receive any dividends payable on such restricted shares if and at the time the restricted shares vest (such dividends to either be deemed reinvested into additional restricted shares subject to the same terms as the restricted shares to which such dividends relate or accumulated and paid in cash when the restricted shares vest). Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

  27. RESTRICTED STOCK UNITS AND DEFERRED STOCK

    RESTRICTED STOCK UNITS AND DEFERRED STOCK The Compensation Committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our shares of common stock at the end of specified deferral periods or upon the occurrence of a specified event. A restricted stock unit award is the grant of a right to receive a specified number of our shares of common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award. Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. Unless the agreement eliminates such rights, however, a grantee receiving restricted stock units or deferred stock will receive dividend equivalents with respect to restricted stock units or deferred stock, and such dividend equivalents will either be deemed to be reinvested in additional shares of restricted stock units or deferred stock subject to the same terms as the shares of restricted stock or deferred stock to which such dividend equivalents relate or accumulated and paid in cash only if the related restricted stock units or deferred stock becomes vested and payable.

  28. PERFORMANCE UNITS

    PERFORMANCE UNITS The Compensation Committee may grant performance units, which entitle a grantee to cash or shares of common stock conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the award agreement. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

  29. PERFORMANCE SHARES

    PERFORMANCE SHARES The Compensation Committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the award agreement. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

  30. PERFORMANCE SHARES

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  31. DIVIDEND EQUIVALENTS

    DIVIDEND EQUIVALENTS The Compensation Committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our shares. Dividend equivalents may be paid directly to grantees upon vesting or may be deferred for later delivery under the 2024 Omnibus Incentive Plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in our shares, other awards or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

  32. Change of Control

    Change of Control If there is a merger or consolidation of the Company with or into another corporation or a sale of substantially all of our shares or assets (a “Corporate Transaction”) that results in a Change in Control (as defined in the 2024 Omnibus Incentive Plan), and the outstanding awards are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Compensation Committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Compensation Committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Compensation Committee will either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction and/or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. If any other award is not vested immediately prior to the consummation of the Corporate Transaction, such award will be cancelled without any payment to the grantee. Additionally, outstanding time-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitable upon a Change in Control; outstanding time-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitable upon the grantee’s retirement, death, disability, or termination without cause, in each case within two years after the Change in Control. Outstanding performance-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards

  33. Change of Control

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  34. Change of Control

    granted by the surviving company (or its parent company) shall be prorated and vest at target; outstanding performance-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall be converted into time-based awards and will become vested and non-forfeitable upon the grantee’s retirement, death, disability, or termination without cause, in each case within two years after the Change in Control. The foregoing actions are subject to compliance with Section 409A of the Code.

  35. Amendment or Termination of the 2024 Omnibus Incentive Plan

    Amendment or Termination of the 2024 Omnibus Incentive Plan The 2024 Omnibus Incentive Plan may be amended, suspended or terminated by the Board without further shareholder approval, unless such shareholder approval of any such amendment is (i) noted below, (ii) required by law or regulation or (iii) under the rules of any stock exchange or automated quotation system on which our shares of common stock are then listed or quoted. Shareholder approval is required for an amendment to the 2024 Omnibus Incentive Plan if such amendment (i) increases the benefits accruing to participants under the 2024 Omnibus Incentive Plan, including without limitation, any amendment to the 2024 Omnibus Incentive Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increases the aggregate number of shares of common stock that may be issued under the 2024 Omnibus Incentive Plan or (iii) modifies the requirements as to eligibility for participation in the 2024 Omnibus Incentive Plan. Unless earlier terminated by the Board, the 2024 Omnibus Incentive Plan will terminate when no shares of common stock remain reserved and available for issuance and no other awards remain outstanding or, if earlier, on the tenth anniversary of the adoption of the 2024 Omnibus Incentive Plan by the Board. In addition, subject to the terms of the 2024 Omnibus Incentive Plan, no amendment or termination of the 2024 Omnibus Incentive Plan may materially and adversely affect the right of a grantee under any outstanding award granted under the 2024 Omnibus Incentive Plan without the participant’s consent.

  36. Miscellaneous

    Miscellaneous Each grantee in the 2024 Omnibus Incentive Plan remains subject to the Company’s securities trading policies with respect to the exercise of options or SARs or the sale of shares of the Company’s common stock acquired pursuant to awards. A grantee will forfeit all rights under an award upon notice of termination by the Company or any affiliate for “Cause” (as defined in the 2024 Omnibus Incentive Plan). Award agreements shall contain such other terms and conditions as the Compensation Committee may determine in its sole discretion (to the extent not inconsistent the 2024 Omnibus Incentive Plan). Awards under the 2024 Omnibus Incentive Plan, generally, are granted for no consideration other than prior and/or future services. Awards granted under the 2024 Omnibus Incentive Plan may, in the discretion of the Compensation Committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2024 Omnibus Incentive Plan or any other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term, and the exercise price of the SAR may not be less than the exercise price of the related ISO. The material terms of each award will be set forth in a written or electronic award agreement between the grantee and the Company. The agreements will specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant. The laws of the State of South Carolina govern the 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive Plan is unfunded, and we will not segregate any assets for grants of awards under the 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended. Other than awards excluded from the minimum vesting requirement, no award may be granted under the 2024 Omnibus Incentive Plan that will be eligible to vest earlier than 12 months after the date of grant and/or have a performance period of less than 12 months. Notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of common stock available under the 2024 Omnibus Incentive Plan may be granted without regard to such minimum vesting requirements. The foregoing restrictions do not limit the Compensation Committee’s authority to accelerate, or provide for the acceleration of, the vesting of all or any part of any award granted under the 2024 Omnibus Incentive Plan.

  37. Nonqualified Stock Options

    Nonqualified Stock Options The grant of a nonqualified stock option will not be a taxable event. The optionee generally will recognize ordinary income upon exercise of the option, in an amount equal to the excess of the fair market value of the shares received at the time of exercise (including option shares withheld by us to satisfy tax withholding obligations) over the exercise price of the option, and generally the Company will be allowed a deduction in this amount, subject to any limitations under Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “IRC”) or any other tax rule. Upon disposition of the shares received upon exercise, the optionee will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or short-term capital gain or loss recognized by the optionee upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the optionee’s basis in the shares (which basis is ordinarily the fair market value of the shares on the date the option was exercised).

  38. Nonqualified Stock Options

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  39. Restricted Shares

    Restricted Shares The grant of restricted stock will not be a taxable event until the award vests, unless the participant timely files an election under Section 83(b) of the IRC to be taxed at the time of grant. If the recipient makes such an election, he or she will recognize ordinary income equal to the fair market value of the shares at the time of purchase or grant less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss, and any dividends paid after the date of grant will be taxed as dividend income. If the recipient does not make an 83(b) election, the recipient will upon vesting recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any), and any dividends that accrue and become vested similarly will be taxed as ordinary wage income. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The Company will generally be allowed a deduction for the compensation income recognized by the recipient, subject to any limitations under Section 162(m) or any other tax rule.

  40. Restricted Stock Units, Deferred Stock, Performance Units and Performance Based Awards

    Restricted Stock Units, Deferred Stock, Performance Units and Performance Based Awards The grant of an award of restricted stock units (including deferred stock, performance-based awards, or performance units) will not be a taxable event. The recipient of the award generally will recognize ordinary compensation income in an amount equal to the fair market value of the shares of common stock received (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents), and generally the Company will be entitled to a deduction in this amount, subject to any limitations under Section 162(m) of the IRC or any other tax rule. A recipient’s basis for determining gain or loss on a subsequent disposition of these shares of common stock will be the amount the recipient must include in income with respect to the shares. Any gain or loss recognized on a disposition of the shares of common stock generally will be short-term or long-term capital gain or loss, depending on the length of time the recipient holds the shares. A recipient who makes a proper election to defer the settlement of restricted stock units will not recognize income with respect to the restricted stock units, and the Company will not be entitled to a corresponding deduction, until the end of the deferral period. At the end of the deferral period, the recipient will recognize ordinary compensation income, and the Company will be entitled to a corresponding deduction, subject to any limitations under Section 162(m) of the IRC or any other tax rule, equal to the fair market value of the shares of

  41. Restricted Stock Units, Deferred Stock, Performance Units and Performance Based Awards

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  42. Restricted Stock Units, Deferred Stock, Performance Units and Performance Based Awards

    common stock issued at that time (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents). In the case of an award of restricted stock units, performance awards, dividend equivalent rights, or other stock-based, the recipient will generally recognize ordinary income in an amount equal to the fair market value of any shares received on the date of payment or delivery, provided that the award is exempt from or complies with Section 409A of the IRC.

  43. NEW PLAN BENEFITS

    | | Time-Based Restricted Stock Units | Performance-Based Restricted Stock Units | | Michael L. Baur Chair and Chief Executive Officer | 59,486 | 59,487 | | Stephen T. Jones Senior Executive Vice President and Chief Financial Officer | 19,607 | 19,607 | | Shana C. Smith Senior Executive Vice President and Chief Legal Officer | 6,662 | 6,663 | | Rachel A. Hayden Senior Executive Vice President and Chief Information Officer | 5,898 | 5,899 | | Alexandre M. Conde Senior Executive Vice President and Chief People Officer | 7,659 | 7,659 | | John C. Eldh Former President | 29,743 | 29,744 | | Current Executive Officer Group (including NEOs) | 99,312 | 99,315 | | Current Director Group (excluding current directors who are executive officers) | 38,072 | 0 | | Employee Group (including current officers who are not executive officers) | 192,022 | 0 |

  44. Fiscal 2024 Pay Mix

    Our executive compensation program emphasizes performance-based pay. The elements of compensation and the general mix of compensation among the various elements remained largely unchanged from the previous year, except for a change to the performance metrics used to set targets for the annual cash incentive opportunity. Our financial performance during fiscal 2024 is reflected in the compensation of each of our current NEOs for fiscal 2024, particularly with respect to payouts pursuant to our annual cash incentive program. Our cash incentive opportunity is designed so that, if our financial results, as measured by certain consolidated adjusted EBITDA and revenue numbers, reflect an increase in the financial performance of the Company, then our executives should realize a greater cash incentive. Awards are also capped at 200% of each executive’s target bonus regardless of our financial performance. For fiscal 2024, the cash incentives paid to our NEOs decreased from fiscal 2023 based primarily on (i) our financial performance and (ii) the Compensation Committee’s pre-established Management Incentive Plan (“MIP”) operating targets for the cash incentive opportunity. The value of the equity awarded to our NEOs increased in fiscal 2024, following the Compensation Committee’s review of their compensation against the market and in light of their individual performance in the prior fiscal year. Half of such awards remain subject to performance targets. We believe this result is appropriately aligned with the Company’s fiscal 2024 financial performance and the Company’s long-term compensation program. In addition, we believe that it is important to link each of our current NEO’s compensation and personal financial interests with long-term shareholder value creation. Accordingly, 66% of our CEO’s total compensation, 59% of Jones’ total compensation, 40% of Smith’s total compensation, 41% of Hayden’s total compensation, and 42% of Conde’s total compensation for fiscal 2024 was in the form of long-term equity incentives (each as reported in the Summary Compensation Table). For fiscal 2024, variable performance-based compensation in the form of cash and long-term equity incentives constituted 79% of our CEO’s total compensation, 73% of Jones’ total compensation, 58% of Smith’s total compensation, 55% of Hayden’s total compensation, and 54% of Conde’s total compensation (each as reported in the Summary Compensation Table).

  45. Best Practice Compensation Policies and Practices

    | ScanSource Does | | | | | Require significant stock ownership. | We have adopted minimum ownership guidelines for our CEO. He is required to retain 50% of the net shares resulting from vesting or exercises of equity awards until he owns Company common stock in an amount equal to three times his base salary. | | | Mandate a compensation recovery policy tied to a compensation program. | We maintain a “compensation recovery policy,” which would allow us to recover certain incentive compensation based on financial results in the event those results were restated. | | | Seek our shareholders’ input on executive compensation. | We value our shareholders’ input on our executive compensation, and we seek an annual non-binding vote on our executive compensation policies. | | | Prohibit pledging of our securities by our Named Executive Officers or Board of Directors. | We have a policy that prohibits officers and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan. | | | Prohibit hedging of our securities by our Named Executive Officers or the Board of Directors. | We have a policy that prohibits employees (including the NEOs) and directors from trading in options, warrants, puts, calls or similar instruments in connection with our securities, or selling our securities “short.” | | | Require a “double trigger” for cash severance benefits upon a change in control. | Our employment arrangements with our NEOs provide cash severance only upon a “double trigger.” | | | Not provide golden parachute tax gross ups or excessive perquisites. | We do not provide excise tax gross-ups for severance benefits received by our NEOs under their employment arrangements. We only provide limited perquisites to our NEOs. |

  46. Material Elements of Our Compensation Programs

    | | | Compensation Objectives | | | | Compensation Element | Description | Reward Performance | Attract and Retain | Align with Shareholders | | Base Salary | Fixed level of compensation | | | | | Annual Variable Cash Incentive Awards | Performance-based cash incentives reward Company and individual performance | | | | | Time-Vesting Restricted Stock or Restricted Stock Units | Long-term equity awards, with four-year vesting | | | | | Performance- and Time-Vesting Restricted Stock or Restricted Stock Units | Rewards Company performance; three-year vesting, in addition to performance criteria | | | |

  47. Role of the Compensation Committee

    | ■ | negotiating the employment agreement of the CEO; |

  48. Role of the Compensation Committee

    | ■ | reviewing and approving any employment letters or contracts and severance plans of all other NEOs; |

  49. Role of the Compensation Committee

    | ■ | reviewing and approving annual incentive awards to NEOs; and |

  50. Role of the Compensation Committee

    | ■ | reviewing and approving equity-based compensation plans and grants of equity awards under such plans and the Board-approved policies or guidelines applicable to them. |

  51. Role of Management

    Role of Management The Compensation Committee regularly meets with the CEO to receive reports and recommendations regarding the compensation of our NEOs other than the CEO. In particular, the CEO recommends to the Compensation Committee annual base salaries, annual incentive awards and long-term or performance equity grants for the NEOs other than himself. The Compensation Committee then evaluates each NEO, including the CEO, sets performance criteria for annual cash incentive awards, and makes long-term equity grants, if any. At the beginning of each fiscal year and as necessary throughout the year, MIP targets for certain financial measures are established following consultation with management with consideration for adjustments for one-time expenses or longer-term investments that are planned. As part of its evaluation process, the Compensation Committee considers our performance and consistency, the NEO’s individual performance over the prior year, changes in responsibilities and future potential as well as data available from compensation surveys and compensation consultants. Although the Compensation Committee considers the CEO’s recommendations, the final decisions regarding base salary, annual incentive awards and equity awards of the NEOs are made by the Compensation Committee.

  52. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For fiscal 2024, the Compensation Committee retained Pearl Meyer. The Compensation Committee reviewed all factors relevant to the independence of Pearl Meyer, including:

  53. Role of Compensation Consultant

    | ■ | The provision of services to the Company by the consultant other than those requested by the Compensation Committee; |

  54. Role of Compensation Consultant

    | ■ | The amount of fees received by the consultant as a percentage of its total revenue; |

  55. Role of Compensation Consultant

    | ■ | The policies and procedures adopted by the consultant that are designed to prevent conflicts of interest; |

  56. Role of Compensation Consultant

    | ■ | Any business or personal relationship between a consultant and a member of the Compensation Committee; |

  57. Role of Compensation Consultant

    | ■ | Any stock of the Company owned by a consultant; and |

  58. Role of Compensation Consultant

    | ■ | Any business or personal relationship between a consultant and an executive officer of the Company. |

  59. Role of Compensation Consultant

    As a result of such evaluation, and a certification from Pearl Meyer regarding its consultant’s independence, the Compensation Committee determined that Pearl Meyer is independent.

  60. Role of Peer Companies and Benchmarking

    Role of Peer Companies and Benchmarking The Compensation Committee regularly reviews benchmarking and market surveys to ensure that our compensation is competitive with that of our peers. The Compensation Committee also considers analysis and benchmarking by third parties, such as ISS and Equilar, and the different peer groups each firm uses for comparative purposes in order to gain a better understanding of compensation practices and trends in the market. Our compensation consultants provide the Compensation Committee with general market surveys and other information related to the general market for executive compensation, including best practices and emerging trends. In addition, in fiscal 2024 Pearl Meyer provided information derived from proxy statements from peer companies and from surveys that include publicly traded and privately held technology distributors and other technology industry companies with similar revenues. The peer companies referred to for evaluation of fiscal 2024 compensation included the following:

  61. Role of Peer Companies and Benchmarking

    | Applied Industrial Technologies, Inc. | Insight Enterprises, Inc. | Plexus Corp. | | Belden Inc. | Itron, Inc. | Sanmina Corporation | | Benchmark Electronics, Inc. | MRC Global Inc. | TTM Technologies, Inc. | | Brady Corporation | NCR Corporation | Vishay Intertechnology, Inc. | | Diebold Nixdorf, Inc. | The ODP Corporation | Vontier Corporation | | ePlus, Inc. | PC Connection, Inc. | Zebra Technologies Corporation |

  62. Role of Peer Companies and Benchmarking

    The Compensation Committee reviewed compensation information from this peer group by comparable executive position and level to better understand the market for other participants at similar levels for all aspects of compensation. In a review of the available applicable data, the Compensation Committee sought to ensure that the overall compensation to our NEOs was competitive and within norms for the industry and other companies of similar characteristics based on the executive’s position, level and job performance. The Compensation Committee took this evaluation into account in determining all elements of NEO compensation for fiscal 2024, including the fiscal 2024 MIP design and equity awards.

  63. Role of Peer Companies and Benchmarking

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  64. Annual Performance-Based Cash Incentives

    Annual Performance-Based Cash Incentives Annual variable performance-based cash incentive awards are granted under the MIP and are designed to encourage the achievement of various pre-determined Company financial and operating performance goals. Annual performance-based cash incentive opportunities were set based on an analysis of market data and assessing the experience of the respective individual and their respective role. The design provides that each NEO’s cash incentive opportunity will be expressed as a percentage of their base salary and earned based on non-GAAP operating results as compared to pre-established threshold and stretch goals. The cash incentive opportunities for our NEOs fiscal 2024 remained at the same percentage level as fiscal 2023. Each NEO has a variable factor by role or position applied as a percentage against their respective base salary, as set forth in the table below.

  65. Annual Performance-Based Cash Incentives

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  66. Annual Performance-Based Cash Incentives

    | Named Executive Officer | Base Salary ($) | Target Bonus as % of Base Salary (%) | Target Cash Incentive Opportunity ($) | | Michael L. Baur | 901,000 | 150 | 1,351,500 | | Stephen T. Jones | 494,400 | 100 | 494,400 | | Shana C. Smith | 420,000 | 75 | 315,000 | | Rachel A. Hayden | 371,830 | 60 | 223,098 | | Alexandre M. Conde | 386,250 | 60 | 231,750 | | John C. Eldh(1) | 625,000 | 150 | 937,500 |

  67. Annual Performance-Based Cash Incentives

    | (1) John Eldh departed from the Company on November 17, 2023. |

  68. Annual Performance-Based Cash Incentives

    For fiscal 2024, the Compensation Committee set MIP targets for consolidated adjusted EBITDA (“Adjusted EBITDA”), recurring revenue (“Recurring Revenue”) and return on working capital (“ROWC”) based on the Compensation Committee’s belief that these measurements have a strong correlation with shareholder value. Management emphasizes these measures in evaluating and monitoring the Company’s financial condition and operating performance. These metrics assist management in comparing the Company’s performance over various reporting periods on a consistent basis because they remove the impact of items that do not reflect our core operating performance from the Company’s operating results. The performance metrics were established by the Compensation Committee in August 2023. Each performance metric is adopted with certain adjustments to align management’s performance on focused strategic objectives. The maximum incentive award for any NEO is 200% of their target bonus. For fiscal 2024, the Compensation Committee established the adjusted MIP performance targets to reflect the impact of the sale of intY in second quarter fiscal 2024 as set forth below. The payouts of the awards depend on our results in comparison to these targets, weighted as follows: Adjusted EBITDA, 60%; Recurring Revenue, 20%; and ROWC, 20%. If performance of any measure does not meet the applicable threshold for that measure, no award will be earned for that measure. If the performance of a measure reaches the applicable threshold, the award earned for that measure will be 50% of the target. The award earned for results between the threshold and the maximum of 200% of the target is calculated using straight-line interpolation.

  69. Fiscal 2024 MIP Performance Targets

    Fiscal 2024 MIP Performance Targets

  70. Fiscal 2024 MIP Performance Targets

    | Performance Measure | Weights (%) | Performance Range (in thousands) | | | Actual Results(1) | | | | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | | Adjusted EBITDA(2) | 60% | $177.5 | $182.5 | $197.5 | $140.7 | | Recurring Revenue | 20% | $108.0 | $110.5 | $112.5 | $112.5 | | ROWC | 20% | 24.0% | 24.5% | 25.4% | 21.2% |

  71. Fiscal 2024 MIP Performance Targets

    | (1) Adjusted EBITDA and ROWC are non-GAAP financial measures. “Adjusted EBITDA” for MIP purposes starts with net income and adds back interest expense, income tax expense, depreciation expense, amortization or intangible assets, changes in fair value of contingent consideration, non-cash shared-based compensation expense and other non-GAAP adjustments. “ROWC” for compensation purposes is determined by dividing Adjusted EBITDA by the five-quarter average working capital, as reported in accordance with generally accepted accounting principles. “Recurring Revenue” represents revenue primarily from agency commissions, SaaS, subscriptions and hardware rentals with these revenue categories reported in accordance with generally accepted accounting principles. For more information on our Adjusted EBITDA and ROWC non-GAAP measures and reconciliations to GAAP measures, see “Non-GAAP Financial Information” beginning on page 28 of the Annual Report. |

  72. Fiscal 2024 MIP Performance Targets

    | (2) 30% of Adjusted EBITDA target would have been paid if $172,500 was achieved. |

  73. Fiscal 2024 MIP Performance Targets

    The Compensation Committee has the discretion to adjust these measurements for extraordinary one-time events, or other items beyond management’s control, and to award cash incentives based on other criteria. For fiscal 2024, the Compensation Committee determined to adjust the MIP attainment calculation for Adjusted EBITDA to reflect a non-GAAP share-based compensation, tax recovery benefit, cyberattack restoration costs, gain on sale of business, acquisition and divestiture costs, and restructuring costs given the operational nature of the recovery and the prior period impacts on the Adjusted EBITDA measure (see page 28 of the Annual Report for a reconciliation to GAAP). In light of the strong shareholder value created in fiscal 2024, the Compensation Committee also decided to increase the awards payable to all the NEOs, except Eldh, under the MIP by adding 20% to the achieved bonus payout

  74. Fiscal 2024 MIP Performance Targets

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  75. Fiscal 2024 MIP Performance Targets

    percentage to better align NEO compensation with the value creation, which included the strong-free cash flow and the nearly 50% increase in common stock price during fiscal 2024. As a result of the Committee’s decision and the Adjusted EBITDA, Recurring Revenue, and ROWC results for fiscal 2024, the cash incentive award earned by the currently employed NEOs under the MIP in fiscal 2024 was 60% of the target, as compared to 95% in fiscal 2023 and 161.8% in fiscal 2022. The specific calculations, targets and cash awards for each NEO under the MIP for fiscal 2024 are detailed below.

  76. Fiscal 2024 MIP Performance Targets

    | Named Executive Officer | Base Salary ($) | Target Bonus as % of Base Salary (%) | Bonus Target ($) | % of Bonus Target (%) | Amount of Cash Incentive ($) | | Michael L. Baur | 901,000 | 150 | 1,351,500 | 60 | 810,900 | | Stephen T. Jones | 494,400 | 100 | 494,400 | 60 | 296,640 | | Shana C. Smith | 420,000 | 75 | 315,000 | 60 | 189,000 | | Rachel A. Hayden | 371,830 | 60 | 223,098 | 60 | 133,859 | | Alexandre M. Conde | 386,250 | 60 | 231,750 | 60 | 139,050 | | John C. Eldh | 625,000 | 150 | 937,500 | 40 | 143,836(1) |

  77. Fiscal 2024 MIP Performance Targets

    | (1) John Eldh’s cash incentive award was prorated based on his November 17, 2023 separation date. |

  78. Supplemental MIP Bonus Program

    Supplemental MIP Bonus Program In August 2023, against the backdrop of losses incurred by the Company in connection with the cybersecurity attack in the fourth quarter of fiscal 2023 (the “Cyberattack”) and the resulting impact on bonus plan achievement, the Compensation Committee established a supplemental plan under the MIP to provide for the award to the NEOs of an additional cash bonus payment (the “Cyber Insurance Program”). Under the Cyber Insurance Program, each NEO will be eligible to receive an additional cash bonus payment in the event the Company accrues any insurance proceeds to reimburse the Company for the losses incurred in connection with the Cyberattack. Any cash bonus payments that become payable under the Cyber Insurance Program will be paid no later than 30 days after accrual of the reimbursements. The Cyber Insurance Program enables the NEOs to earn the portion of the cash bonus they would have received under the MIP for fiscal 2023 if the insurance proceeds for losses incurred in connection with the Cyberattack were accrued during fiscal 2023. The Cyber Insurance Program remains ongoing. In fiscal 2024, no insurance proceeds were accrued to reimburse the Company for the Cyberattack loss, and no cash bonus payments were paid.

  79. Long-Term Equity Incentives

    Long-Term Equity Incentives

  80. GENERAL OVERVIEW

    GENERAL OVERVIEW Equity awards are a significant component of our NEO compensation. The Compensation Committee annually grants equity awards, typically in the form of restricted stock awards and/or restricted stock units and performance-based restricted stock units or awards. We believe this element of our compensation program provides our NEOs with the opportunity to develop a significant ownership stake in the Company and directly aligns their interests with the long-term interests of our shareholders. In addition, equity awards serve as a retention vehicle for the NEOs because, if the applicable criteria are met, they typically vest over a set number of years and generally are forfeited if not vested upon termination of employment. We maintain a formal Equity Award Grant Policy, whereby equity awards to employees are made by, or with the oversight of, the Compensation Committee or the Board. Under the policy, the Compensation Committee must approve any equity awards to the NEOs, and our Principal Accounting Officer and People & Culture management oversee the documentation of, and accounting for, equity award grants. The number of shares subject to equity awards granted by the Compensation Committee to NEOs in a given year is based on, among other things, overall Company performance, the number of shares available for awards under the 2021 Omnibus Incentive Plan or successor plan, the value of the proposed award, the amount and realizable value of equity awards awarded in prior years, total compensation and consideration of the competitive market practice for the respective position level and experience, with the ultimate objective of motivating, rewarding and retaining NEOs while maintaining efficient use of equity and preserving shareholder value. The Compensation Committee determines the number of shares of a value-based restricted stock unit award by using the closing price of our stock on the grant date.

  81. GENERAL OVERVIEW

    The grant date for annual equity awards provides that the grant date will be the third trading date following the meeting at which the awards are approved, provided that the Company is in an open trading window, and otherwise on the first trading day of the next open trading window. In addition, vesting of such awards accelerates on a change in control followed by termination in certain instances or upon death, disability or termination due to retirement. In certain circumstances, the vesting term may be reduced due to termination of employment, death or disability of a participant. The Compensation Committee may also make special grants of equity awards during the year in the case of the hiring or promotion of certain eligible persons, or in other situations not involving annual grants. The grant date for non-annual grants approved by the Compensation Committee on or before the 15th day of the second month of the quarter will be the first day of the third month of such quarter. For non-annual grants approved after the 15th day of the second month of the quarter, the grant date will be the first day of the third month of the following quarter. In any event, all equity awards must be made during an open trading window.

  82. FISCAL 2024 ANNUAL LONG-TERM INCENTIVE AWARDS

    FISCAL 2024 ANNUAL LONG-TERM INCENTIVE AWARDS The annual grant of long-term equity incentives was awarded to our NEOs in August 2023. In fiscal 2024, 50% of the long-term equity incentives awarded to our NEOs were in the form of time-based restricted stock units and the remaining 50% were in the form of performance-based restricted stock units. The time-based restricted stock units generally vest and become exercisable in one-fourth increments on the anniversary of the grant date over four years, subject to the continued employment of the NEO on the applicable vesting date. The performance-based restricted stock units generally vest upon the third anniversary of the grant date, subject to the continued employment of the NEO on the applicable vesting date and achievement of the performance targets set by the Compensation Committee over the applicable performance period. The long-term equity incentives awarded to our NEOs in fiscal 2024 are set forth below:

  83. FISCAL 2024 ANNUAL LONG-TERM INCENTIVE AWARDS

    | Named Executive Officer | Form of Equity Incentive Award | Amount of Shares Subject to Award | | Michael L. Baur | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 59,486 59,487 | | Stephen T. Jones | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 19,607 19,607 | | Shana C. Smith | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 6,662 6,663 | | Rachel A. Hayden | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 5,898 5,899 | | Alexandre M. Conde | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 7,659 7,659 | | John C. Eldh | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 29,743 29,744 |

  84. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    Fiscal 2024 Performance-Based Equity Awards Performance Metrics As discussed above, the Compensation Committee grants certain employees, including our NEOs, performance-based restricted stock units that contain both performance and service vesting conditions over a multi-year period. Performance-based awards are conditioned on achievement of pre-established performance targets. New performance periods begin each fiscal year, and performance targets and the target awards for our NEOs are established shortly after the beginning of the applicable performance period.

  85. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

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  86. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    For fiscal 2024, the performance-based restricted stock units granted will vest, if at all, based on two equally weighted performance metrics: (i) an earnings per share performance metric based on the achievement of annual target levels of normalized non-GAAP earnings per share over a two-year performance period (the “Normalized EPS”) and (ii) a return on invested capital performance metric based on annual target levels of adjusted return on invested capital over a three-year performance period (the “Performance Award Adjusted ROIC”), subject to adjustments for certain nonrecurring items as approved by the Compensation Committee. The Compensation Committee considers Normalized EPS and Performance Award Adjusted ROIC to be key drivers of shareholder value and fundamental to long-term value creation. The Compensation Committee also believes that measuring our performance against multiple metrics provides a more complete picture of our performance. The fiscal 2024 performance-based restricted stock units cliff vest, if at all, on the third anniversary of the grant date, subject to the NEO’s continued employment through the vesting date and achievement of the performance metrics. Achievement of the Normalized EPS and Performance Award Adjusted ROIC performance targets is determined at the end of the three-year vesting period. Half of the target performance-based restricted stock units that each NEO is awarded must achieve the Normalized EPS cumulative target level (the “Normalized EPS PSUs”) and the other half must achieve the Performance Award Adjusted ROIC annual target levels (the “Adjusted ROIC PSUs”). The total sum of restricted stock units earned is capped at 200% of the aggregate target number of restricted stock units for the fiscal 2024 through fiscal 2026 performance vesting period. The Normalized EPS PSUs are subject to a relative total shareholder return modifier (the “rTSR Modifier”) that is determined at the end of the three-year vesting period. For fiscal 2024, the performance period for measuring Normalized EPS for the Normalized EPS PSUs is based on measuring cumulative performance from July 1, 2023 until June 30, 2025 (i.e., from the beginning of fiscal 2024 until the end of fiscal 2025). The following table summarizes the cumulative performance metrics that must be attained with respect to each year for the fiscal 2024 Normalized EPS PSUs. If at the end of the two-year performance period, the performance targets are achieved at a level between the stated performance levels, vesting will be determined by linear interpolation.

  87. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | Fiscal 2024 Normalized EPS PSU Performance Metrics(1) | | | | | | Threshold (50% Payout of Awarded Shares) | Target (100% Payout of Awarded Shares) | Max (200% Payout of Awarded Shares) | | Normalized EPS – FY2024 | $4.00 | $4.21 | $4.84 | | Normalized EPS – FY2025 | 95% of Normalized EPS Target | Actual FY2024 Normalized EPS Attained+ 8% | 115% of Normalized EPS Target |

  88. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | (1) “Normalized EPS” means the Company’s aggregate earnings achieved for the period adjusted to eliminate the effect of share buybacks, corporate tax rates, and mergers and acquisitions and normalized based off of a target tax rate divided by the weighted average number of shares outstanding. |

  89. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    The awards earned upon achievement of the cumulative Normalized EPS performance target are subject to a rTSR Modifier whereby, at the end of the three-year vesting period, the Normalized EPS payout is adjusted upwards or downwards based on the Company’s actual total shareholder return (“TSR”) relative to the TSR of a comparator group of companies with high correlation to the Company’s industry (the “TSR Comparator Group”). The adjustment can be up to 25%, upwards or downwards, but is subject to the absolute TSR governor, and in all cases is capped so that maximum payout for Normalized EPS performance cannot exceed 200% of target. The rTSR Modifier is the percentage multiplier assigned to the Company’s TSR rank compared to the TSR Comparator Group for the applicable three-year performance period. To determine the rank, the TSRs of the Company and each company in the TSR Comparator Group will be ranked for the performance period to determine the quartile which contains the Company. No interpolation applied to determine the rTSR Modifier.

  90. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

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  91. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    Depending on the Company’s rTSR to the TSRs of the TSR Comparator Group, the payout percentage of Normalized EPS PSUs that are subject to vesting will be modified as follows:

  92. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | | | | rTSR Modifier | | | | | | | Bottom Quartile | Median (2nd and 3rd Quartile) | Top Quartile | | | | Preliminary Unadjusted Payout | Multiplier | | | | | | | 75% | 100% | 125% | | Normalized EPS | Below Threshold | 0% | 0% (0% x 75%) | 0% (0% x 100%) | 0% (0% x 125%) | | | Threshold | 50% | 37.5% (50% x 75%) | 50% (50% x 100%) | 62.5% (50% x 125%) | | | Target | 100% | 75% (100% x 75%) | 100% (100% x 100%) | 125% (100% x 125%) | | | Maximum | 200% | 150% (200% x 75%) | 200% (200% x 100%) | Capped at 200% (200% x 125%) |

  93. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    For fiscal 2024 performance-based equity awards, the Compensation Committee approved a rTSR comparator group comprised of 25 public companies that serve as a representative index. The comparator group for the rTSR modifier includes constituents of the S&P 600 Technology Hardware & Equipment (Industry Group) Index. For fiscal 2024, the performance period for the Adjusted ROIC PSUs is based on measuring performance annually from July 1, 2023 until June 30, 2026 (i.e., from the beginning of fiscal 2024 until the end of fiscal 2026). The following table summarizes the performance metrics that must be attained annually for the fiscal 2024 Adjusted ROIC PSUs. If the performance targets are achieved at a level between the stated performance levels, vesting will be determined by linear interpolation.

  94. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | Fiscal 2024 Adjusted ROIC PSU Performance Metrics(1) | | | | | | Threshold (50% Payout of Awarded Shares) | Target (100% Payout of Awarded Shares) | Max (200% Payout of Awarded Shares) | | Performance Award Adjusted ROIC – FY2024 | (4.5% + WACC(1)) | (6.0% + WACC(1)) | (8.0% + WACC(1)) | | Performance Award Adjusted ROIC – FY2025 | (4.5% + WACC(1)) | (6.0% + WACC(1)) | (8.0% + WACC(1)) | | Performance Award Adjusted ROIC – FY2026 | (4.5% + WACC(1)) | (6.0% + WACC(1)) | (8.0% + WACC(1)) |

  95. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | (1) “Performance Award Adjusted ROIC” means for Adjusted ROIC PSU award purposes, Performance Award Adjusted EBITDA divided by Performance Award Invested Capital. “Performance Award Adjusted EBITDA” means net income plus interest expense, income tax expense, depreciation expense, amortization expense and other non-GAAP adjustments. “Performance Award Invested Capital” means average equity plus average funded debt. Average funded debt includes continuing and discontinued operations and is calculated as the average daily amounts outstanding on short-term and long-term interest-bearing debt. |

  96. Fiscal 2024 Performance-Based Equity Awards Performance Metrics

    | (2) “WACC” means the Company’s actual weighted average cost of capital for the four quarters during the immediately preceding fiscal year. |

  97. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards Certain of our NEOs were granted performance-based restricted stock units in fiscal 2023 and fiscal 2022 which vest on the third anniversary of the date of grant, subject to the NEO’s continued employment through the vesting date. Similar to the fiscal 2024 performance-based equity awards, vesting of the fiscal 2023 and fiscal 2022 awards is subject to attainment of certain performance targets over the applicable performance periods and other terms and conditions established by the Compensation Committee. The fiscal 2023 and fiscal 2022 awards were subject to two equally weighted performance metrics: (i) Normalized EPS (subject to an rTSR Modifier) and (ii) Performance Award Adjusted ROIC. Achievement of the performance targets for the fiscal 2023 awards will be determined following the applicable performance and vesting periods. Baur, Jones and Hayden earned 165% of their fiscal 2022 performance shares (including 200% of the performance shares subject to the Normalized EPS target and 130% of the performance shares

  98. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    | | | | | 44 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  99. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    subject to the Performance Award Adjusted ROIC target). Achievement of the performance targets for the fiscal 2022 awards was as follows:

  100. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    | Fiscal 2022 Performance-Based Equity Achievement | | | | | | | | Performance Measure | Performance Range | | | | Actual Results(1) | Attainment | | | Weights | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | | | Normalized EPS | 50% | | | | | | | - FY22 | | $2.95 | $3.10 | $3.57 | $3.96 | 200% | | - FY23 | | $3.23 | $3.40 | $3.91 | $4.06 | 200% | | - Cumulative(2) | | $6.18 | $6.50 | $7.48 | $8.02 | 200% | | Performance Award Adjusted ROIC | 50% | | | | | | | - FY22 | | 13.1% | 14.6% | 17.0% | 17.0% | 200% | | - FY23 | | 12.9% | 14.4% | 16.9% | 14.8% | 120% | | - FY24 | | 13.1% | 14.6% | 17.1% | 13.8% | 70% |

  101. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    | (1) Normalized EPS and Performance Award Adjusted ROIC are non-GAAP financial measures. “Normalized EPS” and “Performance Award Adjusted ROIC” have the meaning described in the “Fiscal 2024 Performance-Based Equity Awards Performance Metrics” section of this Compensation Discussion & Analysis beginning on page 34. See Appendix B for a reconciliation to GAAP measures for Normalized EPS and Performance Award Adjusted ROIC. |

  102. Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

    | (2) The maximum award of 200% of target for the Normalized EPS PSUs was achieved based on actual performance results, and there was no impact from the rTSR modifier on the number of Normalized EPS PSUs earned. |

  103. Employment Agreements and Employment Letters

    Employment Agreements and Employment Letters We have determined that the Company’s and our shareholders’ interests are best served by entering into (i) an employment agreement with our CEO and (ii) employment letters with an accompanying severance plan with our other NEOs. Such agreements, letters and plans are the result of arms’ length negotiations between the Compensation Committee, the Company, the CEO and other NEOs, and all are approved by the Compensation Committee. We believe that these employment arrangements benefit us and our shareholders by permitting us to attract and retain NEOs with demonstrated leadership abilities and to secure their services over an extended period of time. In addition, the employment arrangements align executive interests with the long-term interests of the Company and serve our recruitment and retention goals by providing NEOs with security based on the knowledge of how they will be compensated over the course of their employment, while at the same time providing the Company with significant protections regarding non-competition, non-solicitation of business and employees, and confidential business information. On June 15, 2017, we entered into a three-year employment agreement, effective July 1, 2017, with Mike Baur. Baur’s employment agreement provides for:

  104. Employment Agreements and Employment Letters

    | ■ | a base salary of $901,000 per year; |

  105. Employment Agreements and Employment Letters

    | ■ | an annual target variable compensation opportunity of 150% of his base salary (with a maximum opportunity of 200% of target) based upon performance and the attainment of performance goals set by the Compensation Committee; |

  106. Employment Agreements and Employment Letters

    | ■ | consideration for inclusion in our annual equity grant program at a grant level opportunity of $2,250,000; |

  107. Employment Agreements and Employment Letters

    | ■ | the opportunity to participate in the Deferred Compensation Plan by deferring up to 50% of base salary and/or up to 100% of annual variable compensation, with a match of 50% of deferred amounts to be made by the Company, up to a maximum of $200,000 per year; and |

  108. Employment Agreements and Employment Letters

    | ■ | automatic one-year renewals unless 180 days’ prior notice of non-renewal is given to the other party following the initial term. |

  109. Employment Agreements and Employment Letters

    | | | | | 46 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  110. Employment Agreements and Employment Letters

    In addition, we will make additional payments to Baur’s deferred compensation account to cover the cost of future premiums for “access only” continuation coverage under our medical and dental plan following termination of employment assuming Baur is enrolled in Medicare Parts A, B and D, obtains a Medicare supplemental policy until age 80, and pays the full cost for such coverage. Under Baur’s employment agreement, variable cash incentive opportunities will continue to be based upon the performance and attainment of performance goals to be established annually by the Compensation Committee, subject to maximum amounts that may be earned. Baur’s annual equity award opportunity is subject to the Compensation Committee’s discretion and the terms of our equity plan and related equity award agreements. Baur’s employment agreement also provides for severance payments to Baur upon certain events, as further described in the “Severance Plan” section below. On November 16, 2020, we entered into an employment letter with Stephen Jones in connection with his appointment as our Senior Executive Vice President and Chief Financial Officer, effective December 14, 2020. Under the employment letter, Jones is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He also receives other benefits, including relocation benefits, change-in-control payments as a participant in the Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. On February 9, 2023, we entered into an employment letter with Shana Smith in connection with her appointment as our Senior Executive Vice President and Chief Legal Officer, effective February 21, 2023. Under the employment letter, Smith is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. She receives other benefits, including relocation benefits, change-in-control payments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. On May 6, 2021, we entered into an employment letter with Rachel Hayden in connection with her appointment as our Senior Executive Vice President and Chief Information Officer, effective June 7, 2021. Under the employment letter, Hayden is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. She receives other benefits, including relocation benefits, change-in-control payments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. On June 29, 2022, we entered into an employment letter with Alexandre Conde in connection with his appointment as our Senior Executive Vice President and Chief People Officer, effective August 1, 2022. Under the employment letter, Conde is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He receives other benefits, including relocation benefits, change-in-control payments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. On September 27, 2019, we entered into an employment letter with John Eldh in connection with his appointment as our Senior Executive Vice President and Chief Revenue Officer, effective October 1, 2019. Under the employment letter, Eldh was paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He also received other benefits, including relocation benefits, change-in-control payments as a participant in a Severance Plan described below, and was eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. We entered into a Separation Agreement and General Release with Eldh in September 2023 that superseded his rights under his employment letter and the Severance Plan. See the “Employment Arrangements and Potential Payments upon Certain Events” section for more information on Baur’s, Jones’, Smith’s, Hayden’s, Conde’s and Eldh’s employment arrangements that were in effect during fiscal 2024.

  111. Severance Plan

    Severance Plan We have established a severance plan to provide severance and other benefits to certain executives selected by the Compensation Committee to participate in the severance plan. The Company’s severance plan is uniform for the current

  112. Severance Plan

    | | | | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 47 |

  113. Severance Plan

    executives selected by the Compensation Committee to participate at their respective levels, except for John Eldh, who had several provisions that were individually tailored, as described below. We refer to the Company severance plan and Eldh’s severance plan collectively as the “Severance Plan.” The employment arrangements with our NEOs and the Severance Plan provide that, if the employment of any participant in the Severance Plan is terminated by the Company without cause, or if the Executive resigns for good reason, we will be required to pay or provide the executive’s base salary earned through the date of termination. In addition, we will also be required to pay to the executive in such instances any other amounts or benefits the executive is eligible to receive under any Company plan, program, policy, practice, contract or agreement in accordance with their terms. In such instances, we will also be required to provide severance benefits to the executive, subject to the executive’s execution of a release, consisting of compensation equal to the average annual base salary and variable compensation earned by the executive, including any amounts earned but deferred, in the last three fiscal years completed prior to the termination (the “Average Compensation Amount”), multiplied by a severance multiple, less withholdings. In the case of Mike Baur, the severance multiple is equal to 2.5, in the case of Jones, Smith, Hayden and Conde, the severance multiple is (and for Eldh was) 1.5, and in the case of any other executive participating in the Severance Plan, the severance multiple will be set forth in a participation agreement between the Company and such executive (a “Participation Agreement”), but such multiple may not exceed 2.5. In the event the termination occurs within 12 months after or prior to and in contemplation of certain change in control events, Baur will receive three times his Average Compensation Amount, Jones, Smith, Hayden, and Conde, will receive (and Eldh could have received) two times their respective Average Compensation Amount and, in the case of any other executive participating in the Severance Plan, such executive will receive their Average Compensation Amount multiplied by their change in control multiple, as set forth in a Participation Agreement. In addition, in the event that the executive’s employment is terminated by us without cause, or if the executive resigns for good reason, the executive will be entitled to receive a bonus equal to the pro-rata portion of the then current fiscal year annual variable compensation that otherwise would be payable to the executive based on actual performance. For a period of up to twenty-four months (or in the case of Eldh, up to eighteen months) following the date of such a termination (or in the case of Baur, until he attains 65 years of age), the executives shall be entitled to participate in our medical and dental plans, with the executive paying the full premium charged for such coverage subject to the terms of the employment agreement, the employment letter, and/or the Severance Plan, as applicable. If the executive’s employment is terminated for cause or if the executive voluntarily terminates their employment during the term of the agreement, other than for good reason, we will only be obligated to provide any accrued amounts payable on the executive’s annual base salary or any other amounts not previously paid, but earned, by the executive through the date of termination, and benefits under other plans in accordance with their terms. If the executive dies, becomes disabled, or retires during the term of the employment agreement, the employment letter, and/or the Severance Plan, as applicable, we will only be obligated to provide any accrued amounts payable on the executive’s annual base salary or any other amounts not previously paid, but earned, by the executive as of the date of termination, a bonus equal to the pro-rata portion of the then current fiscal year annual variable compensation that would otherwise be payable to the executive based on actual performance, and benefits under other plans in accordance with their terms. If we do not renew the employment agreement, or enter into a new employment agreement with the same or similar terms after the end of the employment period, and Baur remains an employee of the Company in any capacity, Baur’s employment will be on an at-will basis, and Baur generally will be eligible to receive the same severance benefits set forth in the employment agreement. In addition, each employment agreement, employment letter, and/or Severance Plan, as applicable, requires the executive not to, during the term of their employment and for a period of two years (or in the case of Eldh, for a period of eighteen months) following the termination of such executive’s employment: (a) compete with the Company; (b) solicit certain customers or suppliers and certain prospective customers or suppliers of the Company; or (c) solicit employees to leave the Company. Each of the employment agreement, the employment letter, and/or the Severance Plan, as applicable, also requires the executive not to use or disclose our confidential information or trade secrets during the term of their employment and for a period of five years thereafter or for so long as the trade secrets remain protected. In addition, the Company and each executive agree not to disparage each other during the term of employment or for a period of five years thereafter. If an executive breaches or threatens to breach such restrictions on conduct, we may immediately cease any severance benefits or refuse such payment and shall be entitled to recover from any such executive any amounts previously paid as a severance benefit.

  114. Severance Plan

    | | | | | 48 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  115. Post-Termination Restrictions and Compensation

    Post-Termination Restrictions and Compensation The Compensation Committee believes that our NEOs should be provided with reasonable severance benefits in the event a NEO is terminated under certain circumstances. Severance benefits for NEOs reflect the fact that the NEO may not be able to find reasonably comparable employment within a reasonable period of time following termination. In addition, the Compensation Committee believes that certain post-termination benefits such as change in control payments will allow the NEOs to focus their time on potential transactions that may be beneficial to the Company, rather than have concern for their own employment prospects following a change in control. Severance benefits are provided under our employment agreements, employment letters and/or the Severance Plan, as applicable.

  116. Severance and Change in Control Benefits

    Severance and Change in Control Benefits In the event of a termination of employment by the Company other than for cause, death, disability, retirement, the expiration of the employment agreement (in the case of Mike Baur), or by a NEO for good reason, the NEO will be entitled to a severance payment, provided that the NEO is in, and remains in, compliance with the non-competition, confidentiality, non-solicitation and related covenants provided in their employment agreement or the Severance Plan. The amount of a severance payment varies based upon the NEO’s historic compensation amounts, up to two and a half times the Chief Executive Officer’s and one and one-half times the other NEO’s average annual base salary and variable compensation over the last three fiscal years prior to a termination. These potential payments are discussed in more detail under the caption “Employment Arrangements and Potential Payments Upon Certain Events” below. Our NEOs’ employment agreements, employment letters, and/or the Severance Plan, as applicable, provide for severance in the event of certain termination in connection with a change of control. Such severance payments will be made only if a “double trigger” is met. That is, both a change in control and a termination of employment are required. This is discussed in more detail under the caption “Employment Arrangements and Potential Payments Upon Certain Events” below. The Compensation Committee believes this benefit is required to offer competitive benefits to attract and retain highly qualified executives.

  117. Risk Assessment of Compensation Policies and Practices

    | ■ | Our compensation program design provides a balanced mix of cash and equity and annual and long-term incentives that are designed to encourage strategies and actions that are in the Company’s and our shareholders’ long-term best |

  118. Risk Assessment of Compensation Policies and Practices

    | interests. Equity awards such as service and performance-based restricted stock awards and restricted stock units reinforce our long-term performance perspective. |

  119. Risk Assessment of Compensation Policies and Practices

    | ■ | Our performance goals and objectives generally reflect a mix of corporate and other performance measures designed to promote progress towards both our annual and longer-term goals. |

  120. Risk Assessment of Compensation Policies and Practices

    | ■ | A significant component of each of our NEOs’ total direct compensation consists of long-term, equity-based incentive awards that are designed to encourage these NEOs to focus on sustained stock price appreciation. |

  121. Risk Assessment of Compensation Policies and Practices

    | ■ | Equity awards typically have vesting schedules of three or four years and, in some cases, have performance-based vesting components as well; thus, NEOs typically will always have unvested awards that could decrease significantly in value if our business is not well-managed for the long term. |

  122. Risk Assessment of Compensation Policies and Practices

    | ■ | Equity incentive awards are granted periodically, typically annually, during open window periods and under an established equity grant program. |

  123. Risk Assessment of Compensation Policies and Practices

    | ■ | Equity awards are subject to annual limitations on the number of shares that may be awarded during any year. The typical Company compensation structure has a threshold and maximum for cash bonuses. |

  124. Risk Assessment of Compensation Policies and Practices

    | ■ | The target levels under our annual cash bonus program are designed to be set at a level where achieving the target incentive compensation levels is not guaranteed and the achievement of such levels is rewarding to both the NEO and the shareholders. |

  125. Risk Assessment of Compensation Policies and Practices

    | ■ | Our internal reporting system ensures a consistent and ongoing assessment of financial results used to determine payouts. |

  126. Risk Assessment of Compensation Policies and Practices

    | ■ | Our stock ownership policy sets out a minimum level of Company share ownership for our CEO so that he has personal wealth tied to the long-term success of Company and is therefore aligned with shareholders and imposes an equity retention requirement to facilitate attaining such levels of ownership. |

  127. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes compensation paid to or accrued on behalf of the NEOs for fiscal 2024:

  128. 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael L. Baur | 2024 | 901,000 | 270,300 | 3,858,000 | — | 540,600 | 305,899 | 5,875,799 | | Chair and Chief | 2023 | 875,000 | — | 3,229,036 | — | 1,246,875 | 306,573 | 5,657,484 | | Executive Officer | 2022 | 875,000 | — | 2,331,320 | — | 2,123,625 | 317,739 | 5,647,684 | | Stephen T. Jones | 2024 | 494,400 | 98,880 | 1,271,614 | — | 197,760 | 76,688 | 2,139,341 | | Senior Executive Vice | 2023 | 480,000 | — | 1,192,277 | — | 456,000 | 82,285 | 2,210,561 | | President, Chief Financial Officer | 2022 | 400,000 | — | 828,927 | — | 647,200 | 59,890 | 1,936,017 | | Shana C. Smith | 2024 | 420,000 | 63,000 | 432,099 | — | 126,000 | 36,307 | 1,077,407 | | Senior Executive Vice President, | 2023 | 136,923 | — | 375,023 | — | 100,726 | 103,621 | 716,293 | | Chief Legal Officer | | | | | | | | | | Rachel A. Hayden | 2024 | 371,830 | 44,620 | 382,550 | — | 89,239 | 44,865 | 933,104 | | Senior Executive Vice President, | 2023 | 361,000 | — | 358,671 | — | 206,150 | 48,830 | 974,651 | | Chief Information Officer | 2022 | 350,000 | 200,000 | 474,197 | — | 339,780 | 22,050 | 1,386,027 | | Alexandre M. Conde | 2024 | 386,250 | 46,350 | 496,726 | — | 92,700 | 154,413 | 1,176,439 | | Senior Executive Vice President, | | | | | | | | | | Chief People Officer(5) | | | | | | | | | | John C. Eldh(6) | 2024 | 252,404 | — | 1,929,016 | — | 143,836 | 1,542,256 | 3,867,512 | | Former President | 2023 | 625,000 | — | 1,862,920 | — | 890,150 | 77,366 | 3,455,436 | | | 2022 | 548,077 | — | 1,554,205 | — | 1,339,569 | 70,197 | 3,512,048 |

  129. 2024 Summary Compensation Table

    | (1) Reflects an additional amount paid pursuant to the MIP in fiscal 2024. |

  130. 2024 Summary Compensation Table

    | (2) Reflects all restricted stock units and performance shares granted during fiscal 2024 at the grant date fair value. The values in the column assume that the performance was achieved at target for purposes of valuing the performance shares. Eldh forfeited all stock awards granted in fiscal 2024. Assuming the maximum level of performance will be achieved instead of target for the fiscal 2024 awards, the grant date fair value of the performance units is $3,858,000, for Baur; $1,271,614 for Jones; $432,099 for Smith; $382,550 for Hayden; and $496,726 for Conde. The amounts shown in the table are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of all restricted stock units and one half of the performance shares was calculated using the Company’s closing stock price on the date of grant. The grant date fair value for the remaining one half of the performance shares was determined using Company stock price determined using a Monte Carlo simulation model. For a discussion of the assumptions made in such valuation, see Note 11 to our audited consolidated financial statements for fiscal 2024, included in the Annual Report. |

  131. 2024 Summary Compensation Table

    | (3) Reflects the value of cash incentives earned pursuant to our annual incentive plan. For fiscal 2024, the cash incentives were awarded in August 2024. For fiscal 2023, the cash incentives under that program were awarded in August 2023. For fiscal 2022, the cash incentives under that program were awarded in August 2022. See the discussion in the “Compensation Discussion and Analysis” section herein. |

  132. 2024 Summary Compensation Table

    | (4) See the “All Other Compensation” table below for additional information. |

  133. 2024 Summary Compensation Table

    | (5) Conde was promoted to Chief People Officer in August 2022. |

  134. 2024 Summary Compensation Table

    | (6) Eldh departed from the Company on November 17, 2023 and forfeited all stock awards granted in fiscal 2024. Assuming the maximum level of performance were to have been achieved for the fiscal 2024 awards, the grant date fair value of his performance units would have been $1,875,062. |

  135. 2024 Summary Compensation Table

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  136. 2024 Summary Compensation Table

    2024 All Other Compensation Table

  137. 2024 All Other Compensation Table

    | Name | Fiscal Year | Perquisites ($)(1) | Company Contributions to Nonqualified Deferred Compensation Plan ($)(2) | Company Paid Disability Benefit ($)(3) | Company Contributions to Deferred Contribution Plans (401(k)) ($) | Other ($)(4) | Total ($) | | Michael L. Baur | 2024 | 6,073 | 200,000 | 66,406 | 10,350 | 23,070 | 305,899 | | | 2023 | 7,197 | 200,000 | 66,406 | 9,900 | 23,070 | 306,573 | | | 2022 | 6,573 | 200,000 | 77,600 | 9,950 | 23,616 | 317,739 | | Stephen T. Jones | 2024 | 3,000 | 42,768 | 14,496 | 7,508 | 8,916 | 76,688 | | | 2023 | 2,500 | 50,724 | 11,632 | 7,733 | 9,696 | 82,285 | | | 2022 | — | 34,223 | 11,632 | 5,900 | 8,136 | 59,890 | | Shana C. Smith | 2024 | 6,000 | — | 13,575 | 12,092 | 4,640 | 36,307 | | | 2023 | — | — | — | 3,231 | 100,390 | 103,621 | | | 2022 | — | — | — | — | — | — | | Rachel A. Hayden | 2024 | 2,400 | 20,807 | 8,244 | 7,486 | 5,928 | 44,865 | | | 2023 | — | 29,911 | 5,719 | 6,492 | 6,708 | 48,830 | | | 2022 | — | 7,875 | 5,719 | 4,576 | 3,880 | 22,050 | | Alexandre M. Conde | 2024 | 3,000 | — | — | 6,800 | 144,613 | 154,413 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | John C. Eldh(5) | 2024 | — | 22,500 | 12,653 | 525 | 1,506,578 | 1,542,256 | | | 2023 | 1,500 | 22,500 | 30,367 | 9,583 | 13,416 | 77,366 | | | 2022 | 2,500 | 22,500 | 29,943 | 9,742 | 5,512 | 70,197 |

  138. 2024 Grants of Plan Based Awards Table

    2024 Grants of Plan Based Awards Table The following table summarizes awards granted to each of the NEOs during fiscal 2024 under the 2021 Omnibus Incentive Plan:

  139. 2024 Grants of Plan Based Awards Table

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael L. Baur | 8/16/2023 | 675,750 | 1,351,500 | 2,703,000 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 59,486 | 1,874,999 | | | 8/25/2023 | — | — | — | 14,872 | 29,744 | 59,488 | 29,744 | 1,045,502 | | | 8/25/2023 | — | — | — | 14,872 | 29,743 | 59,488 | 29,743 | 937,499 | | Stephen T. Jones | 8/16/2023 | 247,200 | 494,400 | 1,236,000 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 19,607 | 618,013 | | | 8/25/2023 | — | — | — | 4,902 | 9,804 | 19,608 | 9,804 | 344,611 | | | 8/25/2023 | — | — | — | 4,902 | 9,803 | 19,606 | 9,803 | 308,991 | | Shana C. Smith | 8/16/2023 | 157,500 | 315,000 | 420,000 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 6,662 | 209,986 | | | 8/25/2023 | — | — | — | 1,666 | 3,332 | 6,664 | 3,332 | 117,120 | | | 8/25/2023 | — | — | — | 1,666 | 3,331 | 6,662 | 3,331 | 104,993 | | Rachel A. Hayden | 8/16/2023 | 111,549 | 223,098 | 371,830 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 5,898 | 185,905 | | | 8/25/2023 | — | — | — | 1,475 | 2,950 | 5,900 | 2,950 | 103,693 | | | 8/25/2023 | — | — | — | 1,475 | 2,949 | 5,898 | 2,949 | 92,952 | | Alexandre M. Conde | 8/16/2023 | 115,875 | 231,750 | 463,500 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 7,659 | 241,412 | | | 8/25/2023 | — | — | — | 1,915 | 3,830 | 7,660 | 3,830 | 134,625 | | | 8/25/2023 | — | — | — | 1,915 | 3,829 | 7,658 | 3,829 | 120,690 | | John C. Eldh(3) | 8/16/2023 | 468,500 | 937,000 | 1,875,000 | — | — | — | — | — | | | 8/25/2023 | — | — | — | — | — | — | 29,743 | 937,499 | | | 8/25/2023 | — | — | — | 7,436 | 14,872 | 29,744 | 14,872 | 522,751 | | | 8/25/2023 | — | — | — | 7,436 | 14,872 | 29,744 | 14,872 | 468,765 |

  140. 2024 Grants of Plan Based Awards Table

    | (1) See “Compensation Discussion and Analysis — Material Elements of our Compensation Programs — Annual Performance-Based and Service-Based Equity Awards,” above. |

  141. 2024 Grants of Plan Based Awards Table

    | (2) The grant date fair values of the restricted stock units and a portion of the performance units are based on the closing prices of our common stock on Nasdaq on August 25, 2023. The grant date fair values of the remaining performance units are based on a Monte Carlo simulation model. These equity awards were part of an equity grant granted on August 25, 2023 and the performance metrics for the performance-based portion of these awards were set at that time. These performance-and service-based equity awards were computed in accordance with FASB ASC Topic 718. See “Compensation Discussion and Analysis — Material Elements of our Compensation Program — Annual Performance-Based and Service-Based Equity Awards,” above. |

  142. 2024 Grants of Plan Based Awards Table

    | (3) Eldh departed from the Company on November 17, 2023. |

  143. 2024 Grants of Plan Based Awards Table

    | | | | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 53 |

  144. 2024 Grants of Plan Based Awards Table

    2024 Outstanding Equity Awards at Fiscal Year End Table

  145. 2024 Outstanding Equity Awards at Fiscal Year End Table

    2024 Outstanding Equity Awards at Fiscal Year End Table The following table summarizes outstanding equity awards held by each of the NEOs as of June 30, 2024:

  146. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | Name | | Option Awards | | | | Stock Awards | | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Michael L. Baur | 12/5/2014 | 164,093 | — | 41.13 | 12/5/2024 | | | | | | | | 12/4/2015 | 125,000 | — | 38.19 | 12/4/2025 | | | | | | | | 12/2/2016 | 77,339 | — | 37.00 | 12/2/2026 | | | | | | | | 12/8/2017 | 53,079 | — | 34.35 | 12/8/2027 | | | | | | | | 11/19/2020 | 133,899 | — | 24.68 | 11/19/2030 | | | | | | | | 11/24/2020 | 119,021 | — | 27.14 | 11/24/2030 | | | | | | | | | | | | | 8/27/2021 | 15,604 | 691,413 | — | — | | | | | | | | 8/27/2021 | — | — | 31,207 | 1,382,782 | | | | | | | | 8/26/2022 | 42,525 | 1,884,283 | — | — | | | | | | | | 8/26/2022 | — | — | 56,700 | 2,512,377 | | | | | | | | 8/25/2023 | 59,486 | 2,635,825 | — | — | | | | | | | | 8/25/2023 | — | — | 59,487 | 2,635,869 | | Stephen T. Jones | | | | | | 8/27/2021 | 5,548 | 245,832 | — | — | | | | | | | | 8/27/2021 | — | — | 11,096 | 491,664 | | | | | | | | 8/26/2022 | 15,702 | 695,756 | — | — | | | | | | | | 8/26/2022 | — | — | 20,936 | 927,674 | | | | | | | | 8/25/2023 | 19,607 | 868,786 | — | — | | | | | | | | 8/25/2023 | — | — | 19,607 | 868,786 | | Shana C. Smith | | | | | | 6/1/2023 | 9,801 | 434,282 | — | — | | | | | | | | 8/25/2023 | 6,662 | 295,193 | — | — | | | | | | | | 8/25/2023 | — | — | 6,663 | 295,238 | | Rachel A. Hayden | | | | | | 8/27/2021 | 2,427 | 107,540 | — | — | | | | | | | | 8/27/2021 | — | — | 4,855 | 215,125 | | | | | | | | 9/1/2021 | 1,987 | 88,044 | — | — | | | | | | | | 8/26/2022 | 4,724 | 209,320 | — | — | | | | | | | | 8/26/2022 | — | — | 6,298 | 279,064 | | | | | | | | 8/25/2023 | 5,898 | 261,340 | — | — | | | | | | | | 8/25/2023 | — | — | 5,899 | 261,385 | | Alexandre M. Conde | | | | | | 8/27/2021 | 4,161 | 184,374 | — | — | | | | | | | | 8/26/2022 | 7,851 | 347,878 | — | — | | | | | | | | 8/25/2023 | 7,659 | 339,370 | — | — | | | | | | | | 8/25/2023 | — | — | 7,659 | 339,370 |

  147. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | (1) Stock options granted prior to July 1, 2021 vested ratably over three years beginning on the grant date. |

  148. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | (2) Restricted stock units granted on or after July 1, 2021 vest ratably over four years beginning on the grant date. The market value is based on the closing price of the Company’s common stock on June 30, 2024. |

  149. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | (3) Performance units vest on achieving performance goals. The number of shares disclosed as not yet vested and the market value is based on (i) actual results for awards granted in fiscal 2022; (ii) achieving at the target performance level for the Normalized EPS PSUs granted in fiscal 2024 and fiscal 2023; and (iii) achieving at the threshold and target performance levels for the Adjusted ROIC PSUs granted in fiscal 2024 and fiscal 2023. The market value is based on the closing price of the Company’s common stock on June 30, 2024. |

  150. 2024 Outstanding Equity Awards at Fiscal Year End Table

    | | | | | 54 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  151. 2024 Outstanding Equity Awards at Fiscal Year End Table

    2024 Option Exercises and Stock Vested Table

  152. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table summarizes the exercise of options and the vesting of stock awards by each of our NEOs during the fiscal year ended June 30, 2024:

  153. 2024 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Restricted Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael L. Baur | — | — | 38,851 | 1,245,002 | | Stephen T. Jones | — | — | 17,077 | 650,916 | | Shana C. Smith | — | — | 3,266 | 154,906 | | Rachel A. Hayden | — | — | 4,775 | 179,359 | | Alexandre M. Conde | — | — | 7,773 | 248,726 | | John C. Eldh(1) | 89,266 | 664,257 | 24,629 | 789,920 |

  154. 2024 Option Exercises and Stock Vested Table

    | (1) John Eldh departed from the Company on November 17, 2023. |

  155. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table The following table contains information concerning benefits earned by each of the NEOs under nonqualified deferred compensation plans during the fiscal year ended June 30, 2024:

  156. 2024 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1)(2) | Registrant Contributions in Last Fiscal Year ($)(3) | Aggregate Earnings (Loss) in Last Fiscal Year ($)(4) | | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last Fiscal Year-End ($) | | Michael L. Baur | 400,000 | 200,000 | 1,804,660 | | 869,823 | 14,587,421 | | Stephen T. Jones | 416,160 | 42,768 | 135,476 | | — | 1,514,032 | | Shana C. Smith | — | — | — | | — | — | | Rachel A. Hayden | 69,358 | 20,807 | 44,018 | | — | 314,570 | | Alexandre M. Conde | — | — | — | | — | — | | John C. Eldh(5) | 75,000 | 22,500 | (37,247 | )(6) | 271,097 | 85,696 |

  157. 2024 Nonqualified Deferred Compensation Table

    | (1) Amounts represent voluntary deferrals of salary, bonus or a combination of both salary and bonus under the Deferred Compensation Plan. Contributions of deferred salary are reported as fiscal 2024 income in the “Salary” column of the 2024 Summary Compensation Table. |

  158. 2024 Nonqualified Deferred Compensation Table

    | (2) Amounts reflect voluntary deferrals under the Deferred Compensation Plan associated with plan awards for fiscal 2024 but paid in fiscal 2025. |

  159. 2024 Nonqualified Deferred Compensation Table

    | (3) Amounts represent our matching contributions under the Deferred Compensation Plan. These amounts are reported as fiscal 2024 income in the “All Other Compensation” column of the 2024 Summary Compensation Table. |

  160. 2024 Nonqualified Deferred Compensation Table

    | (4) Reflects cash flows for the fiscal year ended June 30, 2024. |

  161. 2024 Nonqualified Deferred Compensation Table

    | (5) Eldh departed from the Company on November 17, 2023. |

  162. 2024 Nonqualified Deferred Compensation Table

    | (6) Includes forfeitures of unvested Company matching contributions upon separation. |

  163. 2024 Nonqualified Deferred Compensation Table

    The Deferred Compensation Plan permits our NEOs to elect to defer a portion of their base salary and incentive bonus, and to receive matching contributions from the Company on a portion of the deferred amounts. Mike Baur may defer up to 50% of his base compensation and 100% of his bonus, and we will provide a matching contribution of 50% of the amount deferred up to a calendar year limit of $200,000 in matching contributions. Each of Jones, Smith, Hayden, and Eldh may defer up to 50% of their base salary and 100% of their bonus, and we will provide a matching contribution of 30% on the first 15% of compensation deferred. Deferred amounts are credited to each participant’s account, which are invested in one or more investment alternatives chosen by each participant from a range of mutual fund offerings and other investments available under the plan. Each participant’s account is adjusted to reflect the investment performance of the selected investments. Benefits under the plan are payable in cash and generally will be paid in either a lump sum or in annual installments over a certain term upon retirement, death or other termination of employment, or upon a change in control of the Company, as elected in advance by the participant. A participant may also elect to receive some or all of the deferred amounts and related earnings pursuant to an in-service distribution, subject to a minimum five-year deferral.

  164. 2024 Nonqualified Deferred Compensation Table

    | | | | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 55 |

  165. 2024 Nonqualified Deferred Compensation Table

    We have entered into an employment agreement with Mike Baur that was effective July 1, 2017 and employment letters with Stephen Jones, Shana Smith, Rachel Hayden and Alexandre Conde effective December 14, 2020, February 21, 2023, June 7, 2021, and June 29, 2022, respectively. Baur, Jones, Smith, Hayden and Conde also participate in the Severance Plan. Notwithstanding these employment arrangements, each of Baur, Jones, Smith, Hayden and Conde has the right to voluntarily terminate their employment at any time. The employment arrangements set forth the general terms and conditions of Baur’s, Jones’, Smith’s, Hayden’s, and Conde’s employment and provide for certain severance benefits upon the occurrence of certain events, which are stated as column headings in the tables below. We had an employment letter with John Eldh effective October 1, 2019, and Eldh participated in the Severance Plan prior to his departure from the Company in November 2023. As a result of his departure and in lieu of any benefits to which Eldh would have otherwise been entitled to under the Severance Plan, Eldh will receive the benefits set forth in his Separation Agreement, subject to the terms and conditions therein. The material elements of compensation of each NEO as contained in their employment arrangements are described in the “Compensation Discussion and Analysis” section herein. The following sets forth in tabular format the incremental compensation that would be payable to such NEO in the event of his termination of employment under various scenarios, which we refer to as termination events. In accordance with the SEC rules, the following discussion assumes:

  166. 2024 Nonqualified Deferred Compensation Table

    | ■ | That the termination event in question occurred on June 30, 2024, the last day of fiscal 2024; and |

  167. 2024 Nonqualified Deferred Compensation Table

    | ■ | With respect to calculations based on our stock price, the reported closing price of our common stock on June 30, 2024, $44.31, was used. |

  168. 2024 Nonqualified Deferred Compensation Table

    The tables contained in this section do not include payments made to a NEO with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation, in favor of our NEOs and that are available generally to all salaried employees, such as our 401(k) plan. The actual amounts that would be paid upon a termination event can only be determined at the time of such NEO’s termination. Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event and our stock price at such time.

  169. 2024 Nonqualified Deferred Compensation Table

    | | | | | 56 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  170. 2024 Nonqualified Deferred Compensation Table

    Pursuant to the terms of Mike Baur’s employment agreement, he was entitled to receive an annual base salary of $901,000 in fiscal 2024. Under his agreement, Baur is eligible to receive annual incentive cash and equity awards under our equity plans as described in the “Compensation Discussion and Analysis” section herein. Subject to the provisions of his employment agreement, Baur is obligated to comply with certain provisions relating to non-competition (for two years post termination), confidentiality and non-solicitation of customers and employees (for two years post termination) if his employment is terminated.

  171. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K promulgated under the Exchange Act, we are required to disclose the median annual total compensation of all the Company’s employees, the total compensation of our CEO and the ratio of those two amounts. The pay ratio set forth below is a reasonable estimate and has been calculated in a manner consistent with the SEC rules and based on the methodology described below. The SEC rules for identifying median employees allow companies to use a variety of methodologies. As a result, the pay ratio reported by others may not be comparable to our reported pay ratio. For the fiscal year ended June 30, 2024:

  172. PAY RATIO DISCLOSURE

    | ■ | the total compensation for our median employee was $54,913; |

  173. PAY RATIO DISCLOSURE

    | ■ | the annual total compensation of Mike Baur was $5,875,799; and |

  174. PAY RATIO DISCLOSURE

    | ■ | based on the information above, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is 107:1. |

  175. PAY RATIO DISCLOSURE

    Employee population. As of June 30, 2024, the date we selected to identify our median employee, our employee population consisted of approximately 2,052 individuals, with 668 employees representing 33% of our total employee population located outside the United States and 1,384 employees representing 67% of our total employee population located in the United States. Identification of Median. To identify the median of the annual total compensation of all our employees, we reviewed the total cash earnings of all employees for the twelve-month period ending on June 30, 2024 (the “reported compensation”). In making this calculation, we annualized the reported compensation of all our employees who were hired during the period. While we did not make any cost-of-living adjustments to the reported compensation in identifying the median employee, we did convert the reported compensation of our non-United States employees to United States dollars using the applicable conversion rate as of June 30, 2024. Using this methodology, we determined that our median employee was a full-time, salaried employee located in the United States.

  176. POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION

    | (1) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of: |

  177. POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION

    | (2) Equity valuations assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. |

  178. POLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC INFORMATION

    | (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  179. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the graphs below illustrate how CAP to our NEOs aligns with the Company’s financial performance as measured by our cumulative TSR, our TSR Peer Group’s cumulative TSR, our net income, and Adjusted EBITDA.

  180. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | | | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 65 |

  181. Relationship Between “Compensation Actually Paid” and Performance Measures

    | | | | | 66 | | 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  182. Relationship Between “Compensation Actually Paid” and Performance Measures

    Compensation Committee Interlocks and Insider Participation