DEF 14A of Scansource, Inc., Oct 23, 2025

DEF 14A of Scansource, Inc.

Filed Oct 23, 2025 · FY20250001193125-25-248757

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 2026 Annual Meeting of Shareholders and 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 December 10, 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 68 DIRECTOR SINCE December 1995 COMMITTEES: ■ None | Experience Mike Baur is our Chair, President 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

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 15 |

  5. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Peter C. Browning AGE 84 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 GMS, Inc. from 2014 to 2024, 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. 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 68 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

    | | | | | 16 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  7. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Charles A. Mathis AGE 65 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 67 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. 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 Southwire Company, LLC, a leading provider of wire and cable and other electrical solutions. Nagel served as a member of the board of directors of The Azek Company Inc., a provider of sustainable outdoor residential products, from November 2021 to July 2025. 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

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 17 |

  9. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Dorothy F. Ramoneda AGE 66 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, 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. Ramoneda has been a member of the board of directors of Chesapeake Financial Shares, Inc., a bank holding company, since January 2025. 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 72 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 a member of the board of directors of Highgift AI Corporation since January 2025. 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

    | | | | | 18 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  11. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | Elizabeth O. Temple AGE 60 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 serves as Chair Emeritus of the law firm Womble Bond Dickinson (US) LLP. From January 1, 2016 to December 31, 2024, Temple served as Chair and Chief Executive Officer of the firm. 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 Inc. and 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

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 19 |

  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 2025. Mike Baur, as an employee of ScanSource, did not receive compensation (other than his compensation as CEO of the Company) for his 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 | 175,000 | 160,003 | 335,003 | | Frank E. Emory | 90,000 | 160,003 | 250,003 | | Charles A. Mathis | 115,000 | 160,003 | 275,003 | | Vernon J. Nagel | 90,000 | 160,003 | 250,003 | | Dorothy F. Ramoneda | 90,000 | 160,003 | 250,003 | | Jeffrey R. Rodek | 90,000 | 160,003 | 250,003 | | Elizabeth O. Temple | 110,000 | 160,003 | 270,003 |

  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 2025, included in the Annual Report (as defined below). Each non-employee director received restricted stock units on August 30, 2024 for 3,141 shares, at a closing stock price on that day of $50.94, that vested in August 2025. |

  16. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (2) Each non-employee director had 3,141 unvested restricted stock units as of June 30, 2025. |

  17. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    | (3) Directors Browning, Nagel, Rodek and Temple have elected to defer their fiscal 2025 annual equity grants. The total number of restricted stock units that have been deferred by each non-employee director for all applicable fiscal years are as follows: Browning 25,900, Nagel 3,141, Rodek 16,900 and Temple 25,900. |

  18. INFORMATION REGARDING NOMINEES FOR DIRECTOR

    In fiscal 2025, the Board approved increases to the annual cash and equity retainers payable to directors.

  19. 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. |

  20. 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. |

  21. 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. |

  22. Fiscal 2025 Pay Mix

    Our financial performance during fiscal 2025 is reflected in the compensation of each of our current NEOs for fiscal 2025, 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 2025, the cash incentives paid to our NEOs increased from fiscal 2024 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 2025, 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 2025 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, 62% of our CEO’s total compensation, 50% of Jones’ total compensation, 45% of Smith’s total compensation, 34% of Hayden’s total compensation, and 42% of Conde’s total compensation for fiscal 2025 was in the form of long-term equity incentives (each as reported in the Summary Compensation Table). For fiscal 2025, variable performance-based compensation in the form of cash and long-term equity incentives constituted 87% of our CEO’s total compensation, 78% of Jones’ total compensation, 70% of Smith’s total compensation, 66% of Hayden’s total compensation, and 66% of Conde’s total compensation (each as reported in the Summary Compensation Table).

  23. 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. |

  24. 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 | | | |

  25. Role of the Compensation Committee

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

  26. Role of the Compensation Committee

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

  27. Role of the Compensation Committee

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

  28. 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. |

  29. 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. For fiscal 2025, Find Great People, LLC, a professional recruiting firm engaged by the Company to provide recruiting services for the Company, assisted the CEO with his presentation to the Compensation Committee on his assessment of, and recommendations for compensation changes for, the NEOs other than the CEO. 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. As part of its evaluation process, the Compensation Committee considers, among other things, 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 recommendations from its independent compensation consultant. The Compensation Committee evaluates each NEO, including the CEO, sets performance criteria for annual cash incentive awards, and makes long-term equity grants, if any. 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, at the beginning of each fiscal year and as necessary throughout the year.

  30. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For fiscal 2025, the Compensation Committee retained Pearl Meyer. The Compensation Committee reviewed all factors relevant to the independence of Pearl Meyer, including:

  31. Role of Independent Compensation Consultant

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

  32. Role of Independent Compensation Consultant

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

  33. Role of Independent Compensation Consultant

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

  34. Role of Independent Compensation Consultant

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

  35. Role of Independent Compensation Consultant

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

  36. Role of Independent Compensation Consultant

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

  37. Role of Independent 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.

  38. 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. Pearl Meyer provides 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 2025 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 2025 compensation included the following:

  39. 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 Voyix Corporation f/k/a NCR Corporation | Vishay Intertechnology, Inc. | | Diebold Nixdorf, Inc. | The ODP Corporation | Vontier Corporation | | ePlus, Inc. | PC Connection, Inc. | Zebra Technologies Corporation |

  40. 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 2025, including the fiscal 2025 MIP design and equity awards.

  41. Role of Peer Companies and Benchmarking

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 31 |

  42. 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 goals. Beginning in 2025, the Compensation Committee set MIP targets for achievement of both Company financial and operating performance goals and individual performance goals and objectives. 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 and the attainment of certain individual performance goals and objectives as compared to pre-established threshold and stretch goals. The cash incentive opportunities for each of our NEOs in fiscal 2025 remained at the same percentage level as fiscal 2024, other than for Hayden, whose increased. 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.

  43. Annual Performance-Based Cash Incentives

    | Named Executive Officer | Base Salary ($) | Target Bonus as % of Base Salary (%) | Target Cash Incentive Opportunity ($) | | Michael L. Baur | 950,000 | 150 | 1,425,000 | | Stephen T. Jones | 559,000 | 100 | 559,000 | | Shana C. Smith | 495,000 | 75 | 371,250 | | Rachel A. Hayden | 406,000 | 75 | 304,500 | | Alexandre M. Conde | 436,000 | 60 | 262,000 |

  44. Annual Performance-Based Cash Incentives

    The performance targets were established by the Compensation Committee in August 2024. The Company financial and operating performance goals under the MIP were consolidated adjusted EBITDA (“Performance Award Adjusted EBITDA”) and free cash flow conversation (“FCF Conversion”) based on the Compensation Committee’s belief that these measurements currently best align with driving shareholder value. These metrics encourage healthy financial growth by assisting management in comparing the Company’s performance over various reporting periods on a consistent basis while removing the impact of items that do not reflect our core operating performance from the Company’s operating results. Each Company performance metric is adopted with certain adjustments to align management’s performance on focused strategic objectives. Seventy-five percent of the target cash incentive opportunity is subject to Company performance, and the maximum cash incentive opportunity for any NEO with respect to Company performance is 150% of their target incentive opportunity. The payouts of this portion of the opportunity depend on our results in comparison to these targets. 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 30% of the target. If the performance reaches the applicable target, the award earned for that measure will be 100%, and if the performance reaches or exceeds the applicable maximum, the award earned for the measure will be 200% of target. The award earned for results between either the threshold and target or the target and maximum are calculated using straight-line interpolation. The weightings of each of the Company performance measures are as follows:

  45. Annual Performance-Based Cash Incentives

    | Company Performance Measure(1) | Weights (%) | Performance Range (in thousands) | | | Actual Results | | | | Threshold (30% payout) | Target (100% payout) | Maximum (200% payout) | | | Performance Award Adjusted EBITDA | 45% | $118.9 | $158.5 | $182.3 | $147.7 | | FCF Conversion | 30% | 60% | 65% | 90% | 117% |

  46. Annual Performance-Based Cash Incentives

    | (1) Performance Award Adjusted EBITDA and FCF Conversion are non-GAAP financial measures. “Performance Award Adjusted EBITDA” for MIP purposes starts with net income and adds back interest expense, income tax expense, depreciation expense, amortization of intangible assets, changes in fair value of contingent consideration, non-cash share-based compensation expense and other non-GAAP adjustments. “FCF Conversation” is determined by dividing free cash flow by non-GAAP net income. For compensation purposes “free cash flow” means cash flow from operating activities less capital expenditures and “non-GAAP net income” starts with net income and excludes amortization of intangible assets related to acquisitions, acquisition and divestiture costs, restructuring costs, and other non-GAAP adjustments. For more information on our non-GAAP measures used for compensation purposes and reconciliations to GAAP measures, see Appendix A. |

  47. Annual Performance-Based Cash Incentives

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 33 |

  48. Annual Performance-Based Cash Incentives

    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. Each NEO received approximately 36% and 60% as a percentage of the total target cash incentive opportunity as a result attaining a payout of 80% and 200% with respect to Performance Award Adjusted EBITDA and Free Cash Flow Conversation under the MIP, respectively. For fiscal 2025, NEOs can earn up to 25% of the target cash incentive opportunity on achievement of individual goals and strategic objectives (i.e., the individual performance factor) that the Compensation Committee established for each. The Compensation Committee seeks to establish challenging, yet realistic, goals and objectives that will motivate performance and align with our strategic initiatives. These goals and objectives can include both qualitative and quantitative goals and objectives. At the end of the year, the Compensation Committee evaluates the performance of each of the NEOs against their respective goals and objectives and approves the related achievement and payout levels for each NEO. If individual performance does not meet the applicable threshold, no individual performance factor will be earned. If individual performance is at or above the threshold, the cash incentive opportunity will be 50% of the 25% individual performance factor. If individual performance reaches or exceeds target, cash incentive opportunity will be 100% of the 25% individual performance factor. Achievement of individual goals and objectives for fiscal 2025 was based upon the Compensation Committee’s determination of the degree to which the objectives were completed by each of the NEOs. Based on progress throughout fiscal 2025, the Compensation Committee determined a payout of 100% was achieved by each of the NEOs. The Compensation Committee based this determination on the following accomplishments for fiscal 2025:

  49. Annual Performance-Based Cash Incentives

    | Named Executive Officer | Fiscal 2025 Individual Accomplishments | | Michael L. Baur | ■ Developed a CEO succession planning process to ensure continuity of leadership in the event of an unplanned temporary absence or permanent change of our CEO. The CEO succession plan was reviewed and updated by the Board in fiscal 2025. ■ Achieved core growth objectives through acquisitions and divestitures during the year with the closing and integration of three transactions. | | Stephen T. Jones | ■ Developed and implemented a CFO succession planning process to ensure continuity within the CFO position. Began developing a succession plan for the chief accounting officers. ■ Worked closely with other members of the leadership team on potential acquisitions, including evaluation of targets with a focus on long-term strategic values, management of due diligence process and teams, development of business plans for potential acquisitions, including financial modeling, integration and evaluation of synergies. ■ Led the Company’s focus on strong cash management and reduction in total costs and expenses. Achieved 3% reduction in SG&A expenses on annual basis, 2.5% reduction in total costs compared to fiscal 2024, and increased EBITDA margins and profitability metrics in fiscal 2025. | | Shana C. Smith | ■ Developed and implemented a succession plan for the Chief Legal Officer. Developed a 3-year growth plan for certain key members of the legal team. ■ Worked closely with other members of the leadership team on potential acquisitions, including conducting research on target companies, meeting with senior leaders of target companies, and managing the legal due diligence process and purchase agreement negotiations ■ Oversaw legal team efforts to evaluate and optimize existing supplier, sales partner, commission and service contracts to ensure that the agreements appropriately balanced revenue and risk. Reviewed over 1,500 such contracts in fiscal 2025. |

  50. Annual Performance-Based Cash Incentives

    | | | | | 34 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  51. Annual Performance-Based Cash Incentives

    | Named Executive Officer | Fiscal 2025 Individual Accomplishments | | Rachel A. Hayden | ■ Developed and implemented a succession plan for the Chief Information Officer. ■ Worked closely with other members of the leadership team on potential acquisitions, including supporting the review of technical assets and service agreement for the LOI processes, conducting due diligence, supporting data rooms, assessing the security, scalability and integration process for the Advantix and Resourcive platforms. ■ Conducted an independent cyber security maturity assessment to identify top risks for the Company and recently acquired companies. Conducted remediation activities in fiscal 2025 to address the results of the assessment. | | Alexandre M. Conde | ■ Developed and implemented a succession plan for the Chief People Officer. ■ Worked closely with other members of the leadership team on potential acquisitions, including participation in due diligence groups prior to the acquisitions of Resourcive and Advantix, managing the post-closing integration process as it relates to people and culture, including payroll and employee benefits. Achieved full integration of the people and culture systems and processes for Resourcive and Advantix during fiscal 2025. ■ Initiated employee engagement surveys across all business departments and provided follow-up support for leaders to improve their scores. Implemented tracking and reporting process for employee turnover data for each business line. |

  52. Annual Performance-Based Cash Incentives

    As a result, all NEOs were awarded a 25% payout of the individual performance factor under the MIP. The specific calculations, targets and cash awards for each NEO under the MIP for fiscal 2025 are detailed below.

  53. Annual Performance-Based Cash Incentives

    | Named Executive Officer | Base Salary ($) | Target Bonus as % of Base Salary (%) | Bonus Target ($) | % of Bonus Target (%) | Amount of Cash Incentive ($) | | Michael L. Baur | 950,000 | 150 | 1,425,000 | 121 | 1,724,250 | | Stephen T. Jones | 559,000 | 100 | 559,000 | 121 | 676,390 | | Shana C. Smith | 495,000 | 75 | 371,250 | 121 | 449,213 | | Rachel A. Hayden | 406,000 | 75 | 304,500 | 121 | 368,445 | | Alexandre M. Conde | 436,000 | 60 | 262,000 | 121 | 317,020 |

  54. Annual Performance-Based Cash Incentives

    For fiscal 2025, the cash incentive award earned by the currently employed NEOs under the MIP was approximately 121% of the target, as compared to 60% in fiscal 2024 and 95% in fiscal 2023.

  55. 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 2025, three bonus payments totaling $511,171 in the aggregate were made to the NEOs (other than Conde) in connection with the recovery of

  56. Supplemental MIP Bonus Program

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 35 |

  57. Supplemental MIP Bonus Program

    $6,241,793 in insurance proceeds received in September, April, and June to reimburse the Company for the Cyberattack loss amounts.

  58. Long-Term Equity Incentives

    Long-Term Equity Incentives

  59. 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 2024 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. For fiscal 2025, the Compensation Committee determined the number of shares of a value-based restricted stock unit award by using the closing price of our stock on the grant date and the awards were granted under the 2021 Omnibus Incentive Compensation Plan. In August 2025, the Compensation Committee amended the Equity Award Grant Policy such that it will determine the number of shares of a value-based restricted stock unit award by using the average closing price of our stock for the 10-day trading period ending on the grant date. In fiscal 2025, the grant date for annual equity awards was on the first trading day of the next open trading window following the meeting at which the awards were approved. Under the Equity Award Grant Policy, the grant date for future annual equity awards will be September 1, provided that the Company is in an open trading window, and otherwise on the first trading day of the next open trading window. The Equity Award Grant Policy also provides that special grants of equity awards may be made 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 made pursuant to the Equity Award Grant Policy will generally be the third trading day following the Company’s filing of a Form 10-Q or Form 10-K, as applicable. Vesting of equity 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.

  60. FISCAL 2025 ANNUAL LONG-TERM INCENTIVE AWARDS

    FISCAL 2025 ANNUAL LONG-TERM INCENTIVE AWARDS The annual grant of long-term equity incentives was awarded to our NEOs in August 2024. In fiscal 2025, 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.

  61. FISCAL 2025 ANNUAL LONG-TERM INCENTIVE AWARDS

    | | | | | 36 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  62. FISCAL 2025 ANNUAL LONG-TERM INCENTIVE AWARDS

    The long-term equity incentives awarded to our NEOs in fiscal 2025 are set forth below:

  63. FISCAL 2025 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 | 49,077 49,078 | | Stephen T. Jones | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 13,722 13,722 | | Shana C. Smith | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 7,852 7,853 | | Rachel A. Hayden | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 4,387 4,388 | | Alexandre M. Conde | Time-Based Restricted Stock Units Performance-Based Restricted Stock Units | 5,349 5,350 |

  64. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    Fiscal 2025 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. For fiscal 2025, 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 targets for 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 targets for 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 2025 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 over the three-year performance period. Half of the target performance-based restricted stock units that each NEO is awarded must achieve the Normalized EPS metrics (the “Normalized EPS PSUs”) and the other half must achieve the Performance Award Adjusted ROIC metrics (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 2025 through fiscal 2027 performance 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 performance period. For fiscal 2025, the performance period for measuring Normalized EPS for the Normalized EPS PSUs is based on performance from July 1, 2024 until June 30, 2026 (i.e., from the beginning of fiscal 2025 until the end of fiscal 2026) and from July 1, 2024 until June 30, 2027 for determining the rTSR Modifier.

  65. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 37 |

  66. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    The following table summarizes the performance metrics that must be attained with respect to each year for the fiscal 2025 Normalized EPS PSUs. If the annual performance attainment is achieved at a level between the stated performance levels, percentage payouts will be determined by linear interpolation and averaged for the performance period.

  67. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    | Fiscal 2025 Normalized EPS PSU Performance Metrics(1) | | | | | | Threshold (30% Payout of Awarded Shares) | Target (100% Payout of Awarded Shares) | Max (200% Payout of Awarded Shares) | | Normalized EPS – FY2025 | $2.69 | $3.58 | $4.30 | | Normalized EPS – FY2026 | 75% of Normalized EPS Target | Actual FY2025 Normalized EPS Attained+ 8% | 120% of Normalized EPS Target |

  68. Fiscal 2025 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 on a target tax rate divided by the weighted average diluted number of shares outstanding as of June 30, 2024. |

  69. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    The averaged annual payout percentage determined upon achievement of the Normalized EPS metrics is subject to a rTSR Modifier whereby, at the end of the three-year performance 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 to the averaged annual payout percentage can be up to 25%, upwards or downwards, 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 is applied to determine the rTSR Modifier. Depending on the Company’s rTSR to the TSRs of the TSR Comparator Group, the Normalized EPS PSUs attained will be the product of the averaged payout percentage and the applicable rTSR Modifier below:

  70. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    | rTSR Modifier | | | | Bottom Quartile | Median (2nd and 3rd Quartile) | Top Quartile | | 75% | 100% | 125% |

  71. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    For fiscal 2025 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 2025, the performance period for the Adjusted ROIC PSUs is based on measuring performance annually from July 1, 2024 until June 30, 2027 (i.e., from the beginning of fiscal 2025 until the end of fiscal 2027). The following table summarizes the performance metrics that must be attained annually for the fiscal 2025 Adjusted ROIC PSUs. If the performance targets are achieved at a level between the stated performance levels, vesting will be determined by linear interpolation.

  72. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    | Fiscal 2025 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 | 11.25% | 13.5% | 16.3% |

  73. Fiscal 2025 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. |

  74. Fiscal 2025 Performance-Based Equity Awards Performance Metrics

    | | | | | 38 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  75. Fiscal 2023 Performance-Based Equity Awards

    Fiscal 2023 Performance-Based Equity Awards Certain of our NEOs were granted performance-based restricted stock units in fiscal 2023 which vested on the third anniversary of the date of grant, subject to the NEO’s continued employment through the vesting date. Similar to the fiscal 2025 performance-based equity awards, vesting of the fiscal 2023 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 awards were subject to two equally weighted performance metrics: (i) Normalized EPS (subject to an rTSR Modifier) and (ii) Performance Award Adjusted ROIC. Baur, Jones, Smith and Hayden earned 45% of their fiscal 2023 performance-based restricted stock units (including 35% of the performance-based restricted stock units subject to the Normalized EPS target and 55% of the performance-based restricted stock units subject to the Performance Award Adjusted ROIC target). Achievement of the performance targets for the fiscal 2023 awards was as follows:

  76. Fiscal 2023 Performance-Based Equity Awards

    | Fiscal 2023 Performance-Based Equity Achievement | | | | | | | | | Performance Range | | | | | | | Performance Measure | Weights | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual Results(1) | Attainment | | Normalized EPS(2) | 50% | | | | | | | - FY23 | | $3.94 | $4.15 | $4.77 | $4.02 | 70% | | - FY24 | | $4.23 | $4.45 | $5.12 | $3.11 | 0% | | - 2-year Average | | | | | | 35% | | rTSR Modifier | | 75% Bottom Quartile | 100% 2nd or 3rd Quartile | 125% Top Quartile | 2nd Quartile | 100% | | Performance Award Adjusted ROIC | 50% | | | | | | | - FY23 | | 13.4% | 14.9% | 16.9% | 14.8% | 100% | | - FY24 | | 13.6% | 15.1% | 17.1% | 12.6% | 0% | | - FY25 | | 13.6% | 15.1% | 17.1% | 13.9% | 60% | | - 3-year Average | | | | | | 55% |

  77. Fiscal 2023 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 2025 Performance-Based Equity Awards Performance Metrics” section of this Compensation Discussion & Analysis beginning on page 37. See Appendix A for a reconciliation to GAAP measures for Normalized EPS and Performance Award Adjusted ROIC. |

  78. Fiscal 2023 Performance-Based Equity Awards

    | (2) The Normalized EPS PSUs achieved an average payout of 35% based on actual performance results, and there was no impact from the rTSR modifier on the number of Normalized EPS PSUs earned. |

  79. 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.

  80. Employment Agreements and Employment Letters

    | | | | | 40 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  81. Employment Agreements and Employment Letters

    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:

  82. Employment Agreements and Employment Letters

    | ■ | a base salary of $950,000 per year; |

  83. 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; |

  84. Employment Agreements and Employment Letters

    | ■ | consideration for inclusion in our annual equity grant program at a grant level opportunity of $5,000,000; |

  85. 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 |

  86. 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. |

  87. 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. See the “Employment Arrangements and Potential Payments upon Certain Events” section for more information on Baur’s, Jones’, Smith’s, Hayden’s and Conde’s employment arrangements that were in effect during fiscal 2025.

  88. Employment Agreements and Employment Letters

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 41 |

  89. 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 executives selected by the Compensation Committee to participate at their respective levels. We refer to the Company severance plan 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 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 would receive three times his Average Compensation Amount, Jones, Smith, Hayden and Conde each would receive two times their respective Average Compensation Amount and, in the case of any other executive participating in the Severance Plan, such executive would 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 would 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 following the date of such a termination, the executives (other than Baur) 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 we 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 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

  90. Severance Plan

    | | | | | 42 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  91. Severance Plan

    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.

  92. 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.

  93. 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 CEO’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.

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

  95. 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. |

  96. 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. |

  97. 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. |

  98. 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. |

  99. 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. |

  100. 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. |

  101. Risk Assessment of Compensation Policies and Practices

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

  102. 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. |

  103. CODE SECTION 280G

    CODE SECTION 280G Section 280G of the Code (“Section 280G”) disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long- term incentive plans including stock options, restricted stock and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. In approving the compensation arrangements for our named executive officers, the Compensation Committee considers all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements are appropriate to attract and retain executive talent.

  104. CODE SECTION 280G

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 45 |

  105. CODE SECTION 280G

    Compensation Committee Report

  106. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation paid to or accrued on behalf of the NEOs for services rendered during the last three fiscal years:

  107. 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 | 2025 | 950,000 | 320,938 | 5,118,784 | — | 1,724,250 | 117,147 | 8,231,119 | | Chair and Chief | 2024 | 901,000 | 270,300 | 3,858,000 | — | 540,600 | 305,899 | 5,875,799 | | Executive Officer | 2023 | 875,000 | — | 3,229,036 | — | 1,246,875 | 306,573 | 5,657,484 | | Stephen T. Jones | 2025 | 559,000 | 117,372 | 1,431,205 | | 676,390 | 72,197 | 2,856,164 | | Senior Executive Vice | 2024 | 494,400 | 98,880 | 1,271,614 | — | 197,760 | 76,688 | 2,139,341 | | President, Chief Financial Officer | 2023 | 480,000 | — | 1,192,277 | — | 456,000 | 82,285 | 2,210,561 | | Shana C. Smith | 2025 | 495,000 | 19,800 | 819,019 | | 449,213 | 40,323 | 1,823,355 | | Senior Executive Vice President, | 2024 | 420,000 | 63,000 | 432,099 | — | 126,000 | 36,307 | 1,077,407 | | Chief Legal Officer | 2023 | 136,923 | — | 375,023 | — | 100,726 | 103,621 | 716,293 | | Rachel A. Hayden | 2025 | 406,000 | 53,062 | 457,617 | | 368,445 | 50,159 | 1,335,282 | | Senior Executive Vice President, | 2024 | 371,830 | 44,620 | 382,550 | — | 89,239 | 44,865 | 933,104 | | Chief Information Officer | 2023 | 361,000 | — | 358,671 | — | 206,150 | 48,830 | 974,651 | | Alexandre M. Conde(5) | 2025 | 436,000 | — | 557,954 | — | 317,020 | 23,113 | 1,334,087 | | Senior Executive Vice President, | 2024 | 386,250 | 46,350 | 496,726 | — | 92,700 | 154,413 | 1,176,439 | | Chief People Officer | | | | | | | | |

  108. Summary Compensation Table

    | (1) For fiscal 2025, reflects amounts paid pursuant to the Cyber Insurance Program. For fiscal 2024, reflects an additional amount paid pursuant to the MIP. |

  109. Summary Compensation Table

    | (2) Reflects all time-based and performance-based restricted stock units granted during fiscal 2025 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-based restricted stock units. Assuming the maximum level of performance will be achieved instead of target for the fiscal 2025 awards, the grant date fair value of the performance-based restricted stock units is $5,237,604 for Baur; $1,464,412 for Jones; $838,076 for Smith; $468,286 for Hayden; and $570,954 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 time-based and performance-based restricted stock units and one half of the performance-based restricted stock units 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-based restricted stock units 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 2025, included in the Annual Report. |

  110. Summary Compensation Table

    | (3) Reflects the value of cash incentives earned pursuant to our annual incentive plan. For fiscal 2025, the cash incentives were awarded in August 2025. For fiscal 2024, the cash incentives under that program were awarded in August 2024. For fiscal 2023, the cash incentives under that program were awarded in August 2023. See the discussion in the “Compensation Discussion and Analysis” section herein. |

  111. Summary Compensation Table

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

  112. Summary Compensation Table

    | (5) Conde became an NEO in fiscal 2024, so fiscal 2023 values are not reported. |

  113. Summary Compensation Table

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 47 |

  114. Summary Compensation Table

    All Other Compensation Table

  115. 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 | 2025 | 9,666 | — | 73,911 | 10,500 | 23,070 | 117,147 | | | 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 | | Stephen T. Jones | 2025 | 3,250 | 25,911 | 24,386 | 9,734 | 8,916 | 72,197 | | | 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 | | Shana C. Smith | 2025 | 3,000 | — | 17,448 | 11,475 | 8,400 | 40,323 | | | 2024 | 6,000 | — | 13,575 | 12,092 | 4,640 | 36,307 | | | 2023 | — | — | — | 3,231 | 100,390 | 103,621 | | Rachel A. Hayden | 2025 | 2,300 | 21,210 | 11,124 | 9,597 | 5,928 | 50,159 | | | 2024 | 2,400 | 20,807 | 8,244 | 7,486 | 5,928 | 44,865 | | | 2023 | — | 29,911 | 5,719 | 6,492 | 6,708 | 48,830 | | Alexandre M. Conde | 2025 | 3,000 | 9,810 | — | 10,303 | — | 23,113 | | | 2024 | 3,000 | — | — | 6,800 | 144,613 | 154,413 |

  116. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The following table summarizes awards granted to each of the NEOs during fiscal 2025 under the 2021 Omnibus Incentive Compensation Plan:

  117. 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 | 8/14/2024 | 498,750 | 1,425,000 | 2,493,750 | — | — | — | — | — | | | 8/30/2024 | — | — | — | — | — | — | 49,077 | 2,499,982 | | | 8/30/2024 | — | — | — | 12,270 | 24,539 | 49,078 | 24,539 | 1,368,785 | | | 8/30/2024 | — | — | — | 12,270 | 24,539 | 49,078 | 24,539 | 1,250,017 | | Stephen T. Jones | 8/14/2024 | 195,650 | 559,000 | 978,250 | — | — | — | — | — | | | 8/30/2024 | — | — | — | — | — | — | 13,722 | 698,999 | | | 8/30/2024 | — | — | — | 3,431 | 6,861 | 13,722 | 6,861 | 382,707 | | | 8/30/2024 | — | — | — | 3,431 | 6,861 | 13,722 | 6,861 | 349,499 | | Shana C. Smith | 8/14/2024 | 129,938 | 371,250 | 649,688 | — | — | — | — | — | | | 8/30/2024 | — | — | — | — | — | — | 7,852 | 399,981 | | | 8/30/2024 | — | — | — | 1,964 | 3,927 | 7,854 | 3,927 | 219,048 | | | 8/30/2024 | — | — | — | 1,963 | 3,926 | 7,852 | 3,926 | 199,990 | | Rachel A. Hayden | 8/14/2024 | 106,575 | 304,500 | 532,875 | — | — | — | — | — | | | 8/30/2024 | — | — | — | — | — | — | 4,387 | 223,474 | | | 8/30/2024 | — | — | — | 1,097 | 2,194 | 4,388 | 2,194 | 122,381 | | | 8/30/2024 | — | — | — | 1,097 | 2,194 | 4,388 | 2,194 | 111,762 | | Alexandre M. Conde | 8/14/2024 | 91,700 | 262,000 | 458,500 | — | — | — | — | — | | | 8/30/2024 | — | — | — | — | — | — | 5,349 | 272,478 | | | 8/30/2024 | — | — | — | 1,338 | 2,675 | 5,350 | 2,675 | 149,212 | | | 8/30/2024 | — | — | — | 1,338 | 2,675 | 5,350 | 2,675 | 136,265 |

  118. Grants of Plan Based Awards Table

    | (1) The amounts shown represent the number of shares of our common stock that could be earned with respect to the performance-based restricted stock units granted in fiscal 2025. The number of performance-based restricted stock units that will become earned and vest, and the resulting number of shares of our common stock to be issued, will be determined as soon as administratively practicable after completion of the three-year performance period ending June 30, 2027, and the number of shares can range from 0% to a maximum of 200% of the target number. The performance-based restricted stock units are described in further detail under “Compensation Discussion and Analysis — Named Executive Officer Compensation in Fiscal 2025 — Long-Term Equity Incentives,” above. |

  119. 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 30, 2024. 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 30, 2024 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 — Named Executive Officer Compensation in Fiscal 2025 — Long-Term Equity Incentives,” above. |

  120. Grants of Plan Based Awards Table

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 49 |

  121. Grants of Plan Based Awards Table

    Outstanding Equity Awards at Fiscal Year End Table

  122. Outstanding Equity Awards at Fiscal Year End Table

    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, 2025:

  123. 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 | 12/4/2015 | 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 | 33,899 | — | 24.68 | 11/19/2030 | | | | | | | | 11/24/2020 | 119,021 | — | 27.14 | 11/24/2030 | | | | | | | | | | | | | 8/27/2021 | 7,802 | 326,202 | — | — | | | | | | | | 8/26/2022 | 28,350 | 1,185,314 | — | — | | | | | | | | 8/26/2022 | — | — | 25,515 | 1,066,782 | | | | | | | | 8/25/2023 | 44,615 | 1,865,353 | — | — | | | | | | | | 8/25/2023 | — | — | 59,487 | 2,487,151 | | | | | | | | 8/30/2024 | 49,077 | 2,051,909 | — | — | | | | | | | | 8/30/2024 | — | — | 49,078 | 2,051,951 | | Stephen T. Jones | | | | | | 8/27/2021 | 2,774 | 115,981 | — | — | | | | | | | | 8/26/2022 | 10,468 | 437,667 | — | — | | | | | | | | 8/26/2022 | — | — | 9,421 | 393,892 | | | | | | | | 8/25/2023 | 14,706 | 614,858 | — | — | | | | | | | | 8/25/2023 | — | — | 19,607 | 819,769 | | | | | | | | 8/30/2024 | 13,722 | 573,717 | — | — | | | | | | | | 8/30/2024 | — | — | 13,722 | 573,717 | | Shana C. Smith | | | | | | 6/1/2023 | 6,534 | 273,187 | — | — | | | | | | | | 8/25/2023 | 4,997 | 208,925 | — | — | | | | | | | | 8/25/2023 | — | — | 6,663 | 278,580 | | | | | | | | 8/30/2024 | 7,852 | 328,292 | — | — | | | | | | | | 8/30/2024 | — | — | 7,853 | 328,334 | | Rachel A. Hayden | | | | | | 8/27/2021 | 1,214 | 50,757 | — | — | | | | | | | | 8/26/2022 | 3,149 | 131,660 | — | — | | | | | | | | 8/26/2022 | — | — | 2,834 | 118,490 | | | | | | | | 8/25/2023 | 4,424 | 184,967 | — | — | | | | | | | | 8/25/2023 | — | — | 5,899 | 246,637 | | | | | | | | 8/30/2024 | 4,387 | 183,420 | — | — | | | | | | | | 8/30/2024 | — | — | 4,388 | 183,462 | | Alexandre M. Conde | | | | | | 8/27/2021 | 2,081 | 87,007 | — | — | | | | | | | | 8/26/2022 | 5,234 | 218,834 | — | — | | | | | | | | 8/25/2023 | 5,745 | 240,198 | — | — | | | | | | | | 8/25/2023 | — | — | 7,659 | 320,223 | | | | | | | | 8/30/2024 | 5,349 | 223,642 | — | — | | | | | | | | 8/30/2024 | — | — | 5,350 | 223,684 |

  124. Outstanding Equity Awards at Fiscal Year End Table

    | (1) Restricted stock units granted on or after July 1, 2021 vest ratably over four years beginning on the grant date. |

  125. Outstanding Equity Awards at Fiscal Year End Table

    | (2) The market values of the restricted stock unit awards that have not vested are calculated by multiplying the number of shares underlying the restricted stock unit awards shown in the table by $41.81, the closing price of our common stock on the Nasdaq Global Select Market June 30, 2025, the last trading day of the fiscal year. |

  126. Outstanding Equity Awards at Fiscal Year End Table

    | (3) Performance-based restricted stock 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 2023; (ii) achieving at the target performance level for the Normalized EPS PSUs granted in fiscal 2025 and fiscal 2024; and (iii) achieving at the target performance levels for the Adjusted ROIC PSUs granted in fiscal 2025 and fiscal 2024. |

  127. Outstanding Equity Awards at Fiscal Year End Table

    | | | | | 50 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  128. Outstanding Equity Awards at Fiscal Year End Table

    Option Exercises and Stock Vested Table

  129. Option Exercises and Stock Vested Table

    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, 2025:

  130. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael L. Baur | 264,093 | 2,728,024 | 88,451 | 4,270,303 | | Stephen T. Jones | — | — | 31,258 | 1,508,867 | | Shana C. Smith | — | — | 4,932 | 213,823 | | Rachel A. Hayden | — | — | 14,279 | 674,740 | | Alexandre M. Conde | — | — | 6,611 | 321,779 |

  131. Option Exercises and Stock Vested Table

    | (1) The value realized on vesting is based on the number of shares of our common stock underlying the restricted stock units that vested multiplied by the closing market price of our common stock on the vesting date, and does not represent the actual amounts received by our NEOs as a result of the restricted stock unit vesting. |

  132. Nonqualified Deferred Compensation Table

    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, 2025:

  133. 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 | — | — | 1,569,391 | 24,940 | 16,131,872 | | Stephen T. Jones | 97,290 | 25,911 | 103,258 | — | 1,740,491 | | Shana C. Smith | — | — | — | — | — | | Rachel A. Hayden | 70,699 | 21,210 | 60,160 | — | 466,638 | | Alexandre M. Conde | 32,700 | 9,810 | 474 | — | 42,984 |

  134. 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 2025 income in the “Salary” column of the Summary Compensation Table. |

  135. Nonqualified Deferred Compensation Table

    | (2) Amounts reflect voluntary deferrals under the Deferred Compensation Plan associated with plan awards for fiscal 2025 but paid in fiscal 2026. |

  136. Nonqualified Deferred Compensation Table

    | (3) Amounts represent our matching contributions under the Deferred Compensation Plan. These amounts are reported as fiscal 2025 income in the “All Other Compensation” column of the Summary Compensation Table. |

  137. Nonqualified Deferred Compensation Table

    | (4) Reflects cash flows for the fiscal year ended June 30, 2025. No amounts of Aggregate Earnings from the table above have been reported in the current fiscal year’s Summary Compensation Table for any of our NEOs since the earnings were not preferential or above market. |

  138. 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 Conde 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.

  139. Nonqualified Deferred Compensation Table

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 51 |

  140. 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. These employment arrangements set forth the general terms and conditions of the employment and provide for certain severance benefits upon the occurrence of certain events, which are stated as column headings in the tables below. 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 their termination of employment under various scenarios, which we refer to as termination events. In accordance with the SEC rules, the following discussion assumes:

  141. Nonqualified Deferred Compensation Table

    | ■ | That the termination event in question occurred on June 30, 2025, the last day of fiscal 2025; and |

  142. Nonqualified Deferred Compensation Table

    | ■ | With respect to calculations based on our stock price, the reported closing price of our common stock on June 30, 2025, $41.81, was used. |

  143. 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.

  144. Nonqualified Deferred Compensation Table

    | | | | | 52 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

  145. 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, 2025:

  146. PAY RATIO DISCLOSURE

    | ■ | the total compensation for our median employee was $57,507; |

  147. PAY RATIO DISCLOSURE

    | ■ | the annual total compensation of our CEO was $8,231,119; and |

  148. 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 143:1. |

  149. PAY RATIO DISCLOSURE

    Employee population. As of June 30, 2025, the date we selected to identify our median employee, our employee population consisted of approximately 1,959 individuals, with 671 employees representing 34% of our total employee population, who are located outside the United States and 1,288 employees representing 66% of our total employee population, who are located in the United States. Our employee population data described above does not include (i) approximately 23 employees of Secure Path Networks, LLC dba Resourcive, which we acquired in August 2024 and (ii) approximately 72 employees of Advantix Solutions Group, Inc, which we acquired in August 2024. 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.

  150. 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: |

  151. 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 used to calculate Compensation Actually Paid were not materially different from grant date valuation assumptions. |

  152. 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: |

  153. 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.

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

    | | | | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT | | 61 |

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

    | | | | | 62 | | 2025 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT |

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

    Compensation Committee Interlocks and Insider Participation