ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class: | Trading symbol: | Name of exchange on which registered: | ||
☒ | Smaller reporting company | |||||||
Accelerated filer | ☐ | Emerging growth company | ||||||
Non-accelerated filer |
☐ |
Class |
Outstanding at October 12, 2020 | |
Common Stock, no par value per share |
Michael L. Baur AGE 63 DIRECTOR SINCE December 1995 COMMITTEES None |
Experience Michael L. Baur is our Chairman, Chief Executive Officer and President. Mr. Baur has served as our President or CEO since our inception, as a director since December 1995, and as Chairman of the Board since February 2019. Mr. Baur has been employed with the Company since its inception in December 1992. Qualifications Mr. 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. Mr. Baur has more than 30 years of experience in the IT industry, having served in various leadership and senior management roles in the technology and distribution industries before joining ScanSource. Mr. Baur brings strong leadership, entrepreneurial, business building and development skills and experience to the Board. |
Peter C. Browning AGE 78 DIRECTOR SINCE June 2014 COMMITTEES Lead Independent Director and Chair of Compensation Committee and serves on all committees |
Experience Peter C. Browning has served as a director of the Company since June 2014 and as Lead Independent Director since February 2019. He has extensive experience in business, serving as an executive officer of a number of public companies, including Continental Can Company, National Gypsum Company and Sonoco Products Company. He also has served on more than 14 public-company boards, including Wachovia from 2002 to 2008, Nucor Corporation from 1999 to 2015, Lowe’s Companies from 1997 to 2014, EnPro Industries, Inc. from 2001 to 2015, and The Phoenix Companies from 1988 to 1999 and from 2000 to 2009, and in a variety of board leadership roles, including serving as non-executive chair, lead director and chair of audit, compensation and governance/nominating committees. Mr. Browning currently serves as lead director of Acuity Brands and on the board of GMS, Inc. He also serves as lead independent director of the board of Equilar, a private company that is a leading provider of corporate data.Qualifications Mr. Browning is a well-known authority on board governance and his knowledge and experience in that area are invaluable to our Board. He was the Dean of the McColl Graduate 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. Mr. Browning was selected for the “2011 and 2012 NACD Director 100 List” (a list of the most influential people in corporate governance in the boardroom). He co-authored a book on governance guidance, titled The Directors Manual: A Framework for Board Governance |
Frank E. Emory, Jr. AGE 63 DIRECTOR SINCE October 2020 COMMITTEES Serves on all committees |
Experience Frank E. Emory, Jr. has served as a director of the Company since October 2020. Mr. Emory has served as Executive Vice President and Chief Administrative Officer of Novant Health since 2019. 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 and executive of Novant Health (including serving as its Chief Administrative Officer), Mr. 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. |
Michael J. Grainger AGE 68 DIRECTOR SINCE October 2004 COMMITTEES Chair of Risk Committee and serves on all committees |
Experience Michael J. Grainger has served as a director of the Company since October 2004. Mr. Grainger served as President and Chief Operating Officer of Ingram Micro, Inc., a technology distributor, from January 2001 to April 2004. From May 1996 to July 2001, he served as Executive Vice President and Chief Financial Officer of Ingram Micro, and from July 1990 to October 1996 as Vice President and Controller of Ingram Industries, Inc. Mr. Grainger currently serves on the board of directors of Ingram Industries, Inc., a multinational diversified private company. Qualifications As a former executive of Ingram Micro (including serving as its Chief Financial Officer), Mr. Grainger brings extensive knowledge of our industry and our competitive environment to the Board. He also brings extensive accounting and financial skills important in the understanding and oversight of our financial reporting, enterprise and operational risk management and corporate finance, tax and treasury matters. | |
Dorothy F. Ramoneda AGE 61 DIRECTOR SINCE November 2019 COMMITTEES Serves on all committees |
Experience Dorothy F. Ramoneda has served as a director of the Company since November 2019. Ms. Ramoneda has been in the role of Executive Vice President and Chief Information Officer of First-Citizens Bank since January 2014. She also has served as Chief Information Officer and Vice President of Information Technology and Telecommunications at Progress Energy. Qualifications Ms. Ramoneda has extensive leadership experience serving as the Chief Information Officer of a Fortune 500 Company and in multiple industries. Over Ms. 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. | |
John P. Reilly AGE 72 DIRECTOR SINCE June 2001 COMMITTEES Chair of Nominating Committee and serves on all committees |
Experience John P. Reilly has served as a director of the Company since June 2001. Mr. Reilly served as a partner of Ares Management, LLC, a global alternative asset manager, until June 2016. Ares acquired Keltic Financial Services, LLC in 2014, where Mr. Reilly was President and CEO from 1999 to June 2014. Prior to that, from 1977 to 1999, he held senior management positions in the Leveraged Buy-Out, Leasing, Corporate Finance and Private Banking divisions at Citibank, N.A. Mr. Reilly also serves on the Board of Directors of Chimera Investment Corporation, a public real estate investment trust.Qualifications Mr. Reilly brings to the Board extensive financial skills important in the understanding and oversight of our financial reporting, enterprise and operational risk management and corporate finance matters. His long career in the financial services industry, along with his MBA in Finance from Fairleigh Dickinson University, also provides Mr. Reilly with financial management expertise which he brings to our Board. | |
Jeffrey R. Rodek AGE 66 DIRECTOR SINCE May 2020 COMMITTEES Serves on all committees |
Experience Jeffrey Rodek has served as a director of the Company since May 2020. Mr. Rodek has served as an Executive Network Advisor and Limited Partner of Tensility Venture Partners, a seed-stage venture capital firm investing in enterprise software companies, since October 2017. From July 2007 to May 2018, Mr. Rodek served as a Senior Lecturer at the Fisher College of Business at The Ohio State University. Prior to that, Mr. Rodek served as Senior Advisor and Executive Partner at Accretive, LLC from July 2007 to December 2009; as Executive Chairman, Chairman 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 Mr. Rodek has over 40 years of business and leadership experience spanning across multiple industries. Over Mr. Rodek’s career, he has driven performance growth and improved corporate governance strategies in the enterprise software and technology solutions industries, giving him a keen understanding of the challenges and issues present in our industry. |
Elizabeth O. Temple AGE 55 DIRECTOR SINCE September 2017 COMMITTEES Chair of Governance Committee and serves on Nominating and Risk Committees |
Experience Elizabeth O. Temple has served as a director of the Company since September 2017. Ms. Temple has served as the Chair and Chief Executive Officer of Womble Bond Dickinson (US) LLP since January 1, 2016 and as Co-Chair and Chief Executive Officer of Womble Bond Dickinson, a Global Top 100 law firm, since November 1, 2017. She has been a practicing corporate and securities attorney at the firm since 1989. Prior to serving as Chair and Chief Executive Officer, Ms. Temple served in a number of leadership roles at the firm over the past decade and has been a partner at the firm since 1997.Qualifications Ms. Temple has extensive leadership experience serving as the Chief Executive Officer of a Global Top 100 law firm. Over Ms. 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. | |
Charles R. Whitchurch AGE 74 DIRECTOR SINCE February 2009 COMMITTEES Chair of Audit Committee and serves on all committees |
Experience Charles R. Whitchurch has served as a director of the Company since February 2009. Mr. Whitchurch served as the Chief Financial Officer of Zebra Technologies Corporation from September 1991 to June 2008. Mr. Whitchurch previously served on the boards of directors of SPSS, Inc., a publicly-held provider of predictive analytic software, from October 2003 to October 2009, Landmark Aviation, a privately-held operator of fixed-base aviation operations throughout the United States and Europe, from October 2008 to October 2012, Tricor Braun Holdings, a privately-held distributor of rigid packaging materials, from July 2010 to November 2016, and Ashworth College, a provider of nationally accredited on-line education, from June 2010 to December 2019. On all boards, he served as Chairman of the Audit Committee.Qualifications Mr. Whitchurch’s executive career brings in-depth knowledge of business operations and strategy and broad experience related to financial and corporate governance matters through his tenure serving on the boards of directors of public companies, including serving as the chairman of audit committees. With over three decades of service as a Chief Financial Officer, more than half of which was with a public company, Mr. Whitchurch has a deep understanding of the complex accounting issues often faced by public companies. |
Name |
Experience and Qualifications |
Age | ||
Michael L. Baur |
Michael L. Baur is our Chairman, Chief Executive Officer and President. Mr. Baur has served as our President or CEO since our inception, as a director since December 1995, and as Chairman of the Board since February 2019. | 63 | ||
Gerald Lyons |
Gerald Lyons has served as our Senior Executive Vice President and Chief Financial Officer since August 2017, after serving in an interim role beginning in November 2016. Mr. Lyons has served in various finance and accounting roles since joining the Company in April 2007. | 57 | ||
Matthew S. Dean |
Matthew S. Dean joined the Company in January 2018 and serves as our Senior Executive Vice President, Chief Legal and Strategy Officer. Prior to that, Mr. Dean served as Vice President and General Counsel for Vertiv, Inc., a provider of equipment and services for data centers, from 2011 through 2017. | 51 |
Name |
Title | |||
Michael L. Baur | Chairman, Chief Executive Officer and President | |||
Gerald Lyons | Senior Executive Vice President and Chief Financial Officer | |||
Matthew S. Dean | Senior Executive Vice President and Chief Legal and Strategy Officer |
● | Pay-for-Performance |
● | Align Interests of Executives with Shareholders |
● | Retain Talented Leadership |
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 claw-back policy tied to a compensation program. |
We maintain a “claw-back policy,” which would allow us to recover certain incentive compensation based on financial results in the event those results were restated due at least partially to the recipient’s misconduct. | |||
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. | |||
ScanSource Does Not | ||||
|
Permit pledging of our securities by our Named Executive Officers or Board of Directors. |
We have a policy that prohibits officers and directors from pledging Company securities in margin accounts or as collateral for a loan. | ||
Permit hedging of our securities by our Named Executive Officers or Board of Directors without pre-clearance from the Company’s General Counsel. |
We have a policy that generally 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.” | |||
Provide automatic cash severance benefits upon a change in control. |
Our employment arrangements with our NEOs provide cash severance only upon a “double trigger.” | |||
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. |
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 rewards |
|||||||
Company and individual performance | ||||||||
Time-Vesting Restricted Stock or Restricted Stock Units |
Long-term equity award, with three-year vesting |
|||||||
Performance- and Time- Vesting Restricted Stock or Restricted Stock Units |
Rewards Company performance; new awards with three-year vesting, in addition to performance criteria |
|||||||
Health, Welfare & Retirement Plans |
401(k) Savings Plan |
|
||||||
Employee Stock Purchase Plan |
||||||||
Deferred Compensation Plan |
||||||||
Executive Severance Plan |
||||||||
Stock Ownership Guidelines, Anti- Hedging Policy, Anti- Pledging Policy and Claw-Back Policy |
Compensation risk mitigators |
● | reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO and other NEOs; |
● | negotiating the employment agreement of the CEO; |
● | reviewing and approving any employment letters or contracts and severance plans of all other NEOs; |
● | reviewing and approving annual incentive awards to NEOs; and |
● | 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. |
Anixter International Inc. |
Applied Industrial Technologies, Inc. |
Benchmark Electronics, Inc. | ||
Diebold Nixdorf, Inc. |
ePlus, Inc. |
Insight Enterprises, Inc. | ||
Itron, Inc. |
PC Connection, Inc. |
PCM, Inc. | ||
Plexus Corp. |
TTM Technologies, Inc. |
WESCO International, Inc. |
● | The provision of services to the Company by the consultant other than those requested by the Compensation Committee; |
● | The amount of fees received by the consultant as a percentage of its total revenue; |
● | The policies and procedures adopted by the consultant that are designed to prevent conflicts of interest; |
● | Any business or personal relationship between a consultant and a member of the Compensation Committee; |
● | Any stock of the Company owned by a consultant; and |
● | Any business or personal relationship between a consultant and an executive officer of the Company. |
Named Executive Officer |
Base Salary (standard) |
|||
Mr. Baur |
$875,000 | |||
Mr. Lyons |
$367,500 | |||
Mr. Dean |
$450,000 |
MIP Performance Targets |
||||||||||||||||
Standard |
MIP OI Growth |
MIP OI Margin |
MIP ROWC |
Funding % of Target | ||||||||||||
Threshold |
0.00 | % | 2.50 | % | 17.00 | % | 25.00 | % | ||||||||
1.50 | % | 2.75 | % | 18.00 | % | 35.00 | % | |||||||||
3.00 | % | 3.00 | % | 19.00 | % | 50.00 | % | |||||||||
4.50 | % | 3.25 | % | 20.00 | % | 70.00 | % | |||||||||
Target |
6.00 | % | 3.50 | % | 21.00 | % | 100.00 | % | ||||||||
7.50 | % | 3.75 | % | 22.00 | % | 130.00 | % | |||||||||
9.50 | % | 4.00 | % | 23.00 | % | 160.00 | % | |||||||||
12.00 | % | 4.25 | % | 24.00 | % | 190.00 | % | |||||||||
Stretch |
15.00 | % | 4.50 | % | 25.00 | % | 200.00 | % | ||||||||
Weights |
60.00 | % | 20.00 | % | 20.00 | % |
Individual Performance |
Award Modification |
|||
Exceeds expectations |
Award increased by up to 20% | |||
Meets expectations |
Award unchanged | |||
Below expectations |
Award reduced by up to 20% |
Named Executive Officer |
Base Pay |
Variable Factor |
Bonus Target |
Bonus Maximum |
% of Bonus Target |
Amount of Cash Incentive | ||||||
Michael L. Baur |
$875,000 | 150% | $1,312,500 | $2,625,000 | 12.91% | $169,444 | ||||||
Gerald Lyons |
$367,500 | 70% | $257,250 | $514,500 | 12.91% | $33,211 | ||||||
Matthew S. Dean |
$450,000 | 60% | $270,000 | $540,000 | 12.91% | $34,857 |
Calendar Year |
Target (prior year x 1.06) | |
2020 | $117.549 x 1.06 - $124.60 million |
Achieved OI |
Shares Earned | |||
Threshold (90%) |
$112.14 million | 50% | ||
Target |
$124.60 million | 100% | ||
Maximum (110%) |
$137.06 million | 150% |
Named Executive Officer |
Form of Equity Incentive Award |
Amount of Shares Subject to Award | ||
Mr. Baur |
Performance-Based Restricted Stock Units Time-Based Restricted Stock Units |
31,915 31,915 | ||
Mr. Lyons |
Performance-Based Restricted Stock Units Time-Based Restricted Stock Units |
4,256 4,256 | ||
Mr. Dean |
Performance-Based Restricted Stock Units Time-Based Restricted Stock Units |
6,029 6,029 |
● | a base salary of $875,000 per year; |
● | 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 Committee; |
● | consideration for inclusion in our annual equity grant program at a grant level opportunity of $2,250,000; |
● | the opportunity to participate in our Nonqualified 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 |
● | automatic one-year renewals unless 180 days’ prior notice of non-renewal is given to the other party following the initial term. |
● | 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. |
● | 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. |
● | 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. |
● | Equity awards typically have vesting schedules of three 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. |
● | Equity incentive awards are granted periodically, typically annually, during open window periods and under an established equity grant program. |
● | The Compensation Committee believes that our overall compensation of our NEOs is at reasonable and sustainable levels, as determined by a review of historical analysis and a review of our economic positions and prospects, as well as the compensation offered by comparable companies. |
● | The Compensation Committee retains discretion to reduce compensation based on corporate and individual performance and other factors. |
● | 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. |
● | 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. |
● | NEO base salaries are consistent with the NEOs’ responsibilities so that they are not motivated to take excessive risks to achieve a reasonable level of financial security. |
● | Our internal reporting system ensures a consistent and ongoing assessment of financial results used to determine payouts. |
● | 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. |
● | We maintain a “claw-back policy,” which requires the reimbursement to the Company of any incentive compensation to executive and certain other officers, the payment of which was predicated upon the achievement of financial results that were subsequently the subject of a restatement caused by the recipient’s fraud or misconduct, or otherwise is required under applicable laws, rules, and regulations. |
● | Officers must obtain permission from the Office of the General Counsel before the purchase or sale of any shares, even during an open trading period. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) (3) |
Total ($) |
||||||||||||||||||||||||
Michael L. Baur |
2020 | 875,000 | — | 2,248,093 | — | 169,444 | 149,914 | 3,442,451 | ||||||||||||||||||||||||
Chairman, Chief Executive Officer |
2019 | 875,000 | — | 2,190,566 | — | 367,500 | 107,930 | 3,540,996 | ||||||||||||||||||||||||
and President |
2018 | 875,000 | — | 1,226,125 | 563,624 | 1,497,563 | 293,856 | 4,456,168 | ||||||||||||||||||||||||
Gerald Lyons |
2020 | 367,500 | — | 299,793 | — | 33,211 | 41,362 | 741,866 | ||||||||||||||||||||||||
Senior Executive Vice President, |
2019 | 367,500 | — | 292,075 | — | 72,030 | 25,148 | 756,753 | ||||||||||||||||||||||||
Chief Financial Officer |
2018 | 338,462 | — | 163,479 | 75,147 | 279,545 | 36,609 | 893,242 | ||||||||||||||||||||||||
Matthew S. Dean |
2020 | 450,000 | 170,000 | (5) |
424,648 | — | 34,857 | 38,891 | 1,118,369 | |||||||||||||||||||||||
Senior Executive Vice President, Chief Legal and Strategy Officer (4) |
2019 | 395,577 | — | 219,057 | — | 47,600 | 12,389 | 674,623 |
(1) | Amounts shown are the aggregate grant date fair value of awards computed in accordance with 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 financial statements for the fiscal year ended June 30, 2020, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. |
(2) | Reflects the value of cash incentives earned pursuant to our annual incentive plan. For fiscal 2020, the cash incentives were awarded in August 2020. For fiscal 2019, the cash incentives under that program were awarded in August 2019. For fiscal 2018, the cash incentives under that program were awarded in August 2018. See the discussion in “ Compensation Discussion and Analysis |
(3) | See the All Other Compensation table below for additional information. |
(4) | Mr. Dean joined the Company as Vice President and General Counsel in January 2018 and was designated an executive officer in November 2018. |
(5) | Mr. Dean was awarded a bonus of $170,000 in August 2020 in recognition of Mr. Dean’s taking on additional duties. |
Name |
Fiscal Year |
Perquisites ($) (1) |
Company Contributions to Nonqualified Deferred Compensation Plan ($) |
Company Paid Disability Benefit ($) (2) |
Company Contributions to Deferred Contribution Plans (401(k)) ($) |
Company Paid Travel for Spouses ($) |
Other ($) (3) |
Total ($) |
||||||||||||||||||||||||
Michael L. Baur |
2020 | 5,536 | 42,361 | (4) |
77,601 | 800 | — | 23,616 | 149,914 | |||||||||||||||||||||||
2019 | 3,229 | 25,000 | (4) |
51,160 | 800 | 15,507 | 12,234 | 107,930 | ||||||||||||||||||||||||
2018 | 12,717 | 200,000 | (4) |
51,160 | 15,052 | 8,385 | 6,542 | 293,856 | ||||||||||||||||||||||||
Gerald Lyons |
2020 | 1,500 | 10,819 | 13,717 | 800 | — | 14,526 | 41,362 | ||||||||||||||||||||||||
2019 | 1,700 | 11,867 | 3,785 | 800 | — | 6,996 | 25,148 | |||||||||||||||||||||||||
2018 | 2,050 | 12,491 | 3,785 | 15,052 | — | 3,231 | 36,609 | |||||||||||||||||||||||||
Matthew S. Dean |
2020 | 1,000 | 11,250 | 10,152 | 800 | — | 15,689 | 38,891 | ||||||||||||||||||||||||
2019 | — | 6,750 | 2,703 | 800 | 576 | 1,560 | 12,389 |
(1) | Represents physical examination costs. |
(2) | Includes supplemental long-term disability benefits. |
(3) | Represents life insurance benefits. |
(4) | The deferred compensation benefit is provided in connection with Mr. Baur’s employment agreement, which is discussed below under “ Employment Arrangements and Potential Payments upon Certain Events |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock |
Grant Date Fair Value of Stock and Option |
|||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
or Units (#) |
Awards ($) |
|||||||||||||||
Michael L. Baur |
8/7/2019 | 328,125 | 1,312,500 | 2,625,000 | ||||||||||||||||||||
11/15/2019 (2) |
31,915 | 1,125,004 (2) |
||||||||||||||||||||||
1/30/2020 (2) |
25,532 | 31,915 | 35,107 | 1,123,089 (2) |
||||||||||||||||||||
Gerald Lyons |
8/7/2019 | 64,613 | 257,250 | 514,500 | ||||||||||||||||||||
11/15/2019 (2) |
4,256 | 150,024 (2) |
||||||||||||||||||||||
1/30/2020 (2) |
3,405 | 4,256 | 4,682 | 149,769 (2) |
||||||||||||||||||||
Matthew S. Dean |
8/7/2019 | 42,500 | 170,000 | 340,000 | ||||||||||||||||||||
11/15/2019 (2) |
6,029 | 212,522 (2) |
||||||||||||||||||||||
1/30/2020 (2) |
4,822 | 6,029 | 6,631 | 212,125 (2) |
(1) | See “ Compensation Discussion and Analysis — Material Elements of our Compensation Programs — Annual Performance-Based and Service-Based Equity Awards |
(2) | These equity awards were part of an equity grant granted on November 15, 2019. The performance metrics for the performance-based portion of these awards were set on January 30, 2020. These performance- and service-based equity awards were computed in accordance with FASB ASC Topic 718. See “ Compensation Discussion and Analysis — Material Elements of our Compensation Program — Annual Performance-Based and Service-Based Equity Awards |
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable (1) |
Option Exercise Price ($) |
Option Expiration Date |
Grant Date |
Number of Shares or Units of Stock that Have Not Vested (#) (1) |
Market Value of Shares or Units of Stock that Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
||||||||||||||||||||||||||||||
Michael L. Baur |
||||||||||||||||||||||||||||||||||||||||
5/4/2011 | 133,000 | — | 36.17 | 5/4/2021 | ||||||||||||||||||||||||||||||||||||
8/21/2012 | 26,586 | — | 34.35 | 8/21/2022 | ||||||||||||||||||||||||||||||||||||
12/6/2013 | 115,356 | — | 42.82 | 12/6/2023 | ||||||||||||||||||||||||||||||||||||
12/5/2014 | 164,093 | — | 41.13 | 12/5/2024 | ||||||||||||||||||||||||||||||||||||
12/4/2015 | 125,000 | — | 38.19 | 12/4/2025 | ||||||||||||||||||||||||||||||||||||
12/2/2016 | 77,339 | — | 37.00 | 12/2/2026 | ||||||||||||||||||||||||||||||||||||
12/8/2017 | 35,562 | 17,517 | 34.35 | 12/8/2027 | ||||||||||||||||||||||||||||||||||||
12/8/2017 | 5,839 | 140,662 | 17,693 (2) |
426,224 | ||||||||||||||||||||||||||||||||||||
12/3/2018 | 18,870 | 454,578 | 28,590 (3) |
688,733 | ||||||||||||||||||||||||||||||||||||
11/15/2019 | 31,915 | 768,832 | 31,915 (4) |
768,832 | ||||||||||||||||||||||||||||||||||||
Gerald Lyons |
||||||||||||||||||||||||||||||||||||||||
12/7/2012 | 4,006 | — | 29.80 | 12/7/2022 | ||||||||||||||||||||||||||||||||||||
12/8/2017 | 4,741 | 2,336 | 34.35 | 12/8/2027 | ||||||||||||||||||||||||||||||||||||
12/8/2017 | 779 | 18,776 | 2,359 (2) |
56,828 | ||||||||||||||||||||||||||||||||||||
12/3/2018 | 2,516 | 60,610 | 3,812 (3) |
91,831 | ||||||||||||||||||||||||||||||||||||
11/15/2019 | 4,256 | 102,527 | 4,256 (4) |
102,527 | ||||||||||||||||||||||||||||||||||||
Matthew S. Dean |
||||||||||||||||||||||||||||||||||||||||
2/9/2018 | 6,700 | 3,300 (5) |
32.25 | 2/9/2028 | ||||||||||||||||||||||||||||||||||||
12/3/2018 | 1,887 | 45,458 | 2,859 (3) |
68,873 | ||||||||||||||||||||||||||||||||||||
11/15/2019 | 6,029 | 145,239 | 6,029 (4) |
145,215 |
(1) | Stock options and restricted stock units vest ratably over three years beginning on the grant date, unless otherwise noted. |
(2) | These restricted stock units are subject to continued service and performance requirements and will vest, if at all, on December 31, 2020 if certain performance criteria are met. |
(3) | These restricted stock units are subject to continued service and performance requirements and will vest, if at all, on December 31, 2021 if certain performance criteria are met. |
(4) | These restricted stock units are subject to continued service and performance requirements and will vest, if at all, on December 31, 2022 if certain performance criteria are met. |
(5) | These options will vest on February 9, 2021. |
Name |
Option Awards |
Restricted Awards |
||||||||||||||||
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) |
|||||||||||||||
Michael L. Baur |
— | — | 22,504 | 829,272 | ||||||||||||||
Gerald Lyons |
1,000 | 5,250 | 3,204 | 118,067 | ||||||||||||||
Matthew S. Dean |
— | — | 972 | 35,818 |
Name |
Executive Contributions in Last Fiscal Year ($) (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 |
84,722 | 42,361 | 179,455 | (757,064 | ) | 11,333,086 | ||||||||||||||
Gerald Lyons |
36,064 | 10,819 | (47,988 | ) | — | 417,729 | ||||||||||||||
Matthew S. Dean |
37,500 | 11,250 | (3,785 | ) | — | 55,208 |
(1) | Amounts represent voluntary deferrals of salary, bonus or a combination of both salary and bonus under our Nonqualified Deferred Compensation Plan. Contributions of deferred salary are reported as fiscal year 2020 income in the “Salary” column of the 2020 Summary Compensation Table. |
(2) | Amounts reflect voluntary deferrals under our Nonqualified Deferred Compensation Plan associated with plan awards for fiscal year 2020 but paid in fiscal year 2021. |
(3) | Amounts represents our matching contributions under our Nonqualified Deferred Compensation Plan. These amounts are reported as fiscal year 2020 income in the “All Other Compensation” column of the 2020 Summary Compensation Table. |
(4) | Reflects cash flows for the fiscal year ended June 30, 2020. |
● | That the termination event in question occurred on June 30, 2020, the last day of fiscal 2020; and |
● | With respect to calculations based on our stock price, the reported closing price of our common stock on June 29, 2020, $24.09, was used. |
Before Change in Control Termination w/o Cause or for Good Reason ($) |
After Change in Control Termination w/o Cause or for Good Reason ($) |
Termination Due to Death ($) |
Termination Due to Retirement ($) |
Termination Due to Disability ($) |
Voluntary Termination ($) |
|||||||||||||||||||
Severance |
3,882,923 | 4,659,507 | — | — | — | — | ||||||||||||||||||
Pro Rata Variable Compensation (1) |
169,444 | 169,444 | 169,444 | 169,444 | 169,444 | 169,444 | ||||||||||||||||||
Equity Acceleration (2) |
— | 1,364,072 | 1,364,072 | 1,364,072 | 1,364,072 | — | ||||||||||||||||||
Performance-Based Equity Acceleration (3) |
— | 1,883,790 | 1,883,790 | 1,883,790 | 1,883,790 | — | ||||||||||||||||||
Medical Coverage (4) |
484,158 | 484,158 | 484,158 | 484,158 | 484,158 | — | ||||||||||||||||||
Disability (5) |
— | — | — | — | 437,500 | — | ||||||||||||||||||
TOTAL (6) |
4,536,525 | 8,560,971 | 3,901,464 | 3,901,464 | 4,338,964 | 169,444 |
(1) | Mr. Baur’s employment agreement provides for the payment of a pro rata portion of the current fiscal year annual variable compensation that would otherwise be payable if Mr. Baur had continued employment through the end of the current fiscal year, based on actual performance. Amounts shown reflect the earned and unpaid portion of Mr. Baur’s fiscal 2020 annual variable compensation as of June 30, 2020. |
(2) | Reflects (i) the difference between fair market value as of June 30, 2020 of the underlying shares over the exercise price of all unvested stock options, and (ii) the fair market value of all unearned and unvested non-performance-based restricted stock awards and restricted stock units. Vesting accelerates in the event of a change in control and termination by the Company without cause or by the grantee for good reason. |
(3) | Reflects the fair market value as of June 30, 2020, of the shares of all unearned and unvested performance based restricted stock awards, the vesting of which accelerates with a change in control and termination by the Company without cause or by the grantee for good reason. |
(4) | Reflects the cost of providing continued health and welfare benefits to the executive officer as provided in the executive officer’s employment arrangements. |
(5) | The executive officer’s employment agreement provides that if his employment is terminated by reason of disability, he will continue to receive his salary during the period under which he continues to receive benefits under our short-term disability policy (assumed to be six months for purposes of this disclosure), less any benefits received under our short-term disability policy. |
(6) | These amounts do not include the payout of Mr. Baur’s vested balance under our Nonqualified Deferred Compensation Plan, which is reflected and described in the Nonqualified Deferred Compensation Table herein. |
Before Change in Control Termination w/o Cause or for Good Reason ($) |
After Change in Control Termination w/o Cause or for Good Reason ($) |
Termination Due to Death ($) |
Termination Due to Retirement ($) |
Termination Due to Disability ($) |
Voluntary Termination ($) |
|||||||||||||||||||
Severance |
729,124 | 972,165 | — | — | — | — | ||||||||||||||||||
Pro Rata Variable Compensation (1) |
33,211 | 33,211 | 33,211 | 33,211 | 33,211 | 33,211 | ||||||||||||||||||
Equity Acceleration (2) |
— | 181,904 | 181,904 | 181,904 | 181,904 | — | ||||||||||||||||||
Performance-Based Equity Acceleration (3) |
— | 251,186 | 251,186 | 251,186 | 251,186 | — | ||||||||||||||||||
Medical Coverage (4) |
37,253 | 37,253 | 37,253 | 37,253 | 37,253 | — | ||||||||||||||||||
Disability (5) |
— | — | — | — | 183,750 | — | ||||||||||||||||||
TOTAL (6) |
799,588 | 1,475,719 | 503,554 | 503,554 | 687,304 | 33,211 |
(1) | Mr. Lyons’ employment arrangements provide for the payment of a pro rata portion of the current fiscal year annual variable compensation that would otherwise be payable if Mr. Lyons had continued employment through the end of the current fiscal year, based on actual performance. Amounts shown reflect the earned and unpaid portion of Mr. Lyons fiscal 2020 annual variable compensation as of June 30, 2020. |
(2) | Reflects (i) the difference between fair market value as of June 30, 2020 of the underlying shares over the exercise price of all unvested stock options, and (ii) the fair market value of all unearned and unvested non-performance-based restricted stock awards and restricted stock units. Vesting accelerates in the event of a change in control and termination by the Company without cause or by the grantee for good reason. |
(3) | Reflects the fair market value as of June 30, 2020, of the shares of all unearned and unvested performance based restricted stock awards, the vesting of which accelerates with a change in control and termination by the Company without cause or by the grantee for good reason. |
(4) | Reflects the cost of providing continued health and welfare benefits to the executive officer as provided in the executive officer’s employment arrangements. |
(5) | The executive officer’s employment arrangement provides that if his employment is terminated by reason of disability, he will continue to receive his salary during the period under which he continues to receive benefits under our short-term disability policy (assumed to be six months for purposes of this disclosure), less any benefits received under our short-term disability policy. |
(6) | These amounts do not include the payout of the executive officer’s vested balance under our Nonqualified Deferred Compensation Plan, which is reflected and described in the Nonqualified Deferred Compensation Table herein. |
Before Change in Control Termination w/o Cause or for Good Reason ($) |
After Change in Control Termination w/o Cause or for Good Reason ($) |
Termination Due to Death ($) |
Termination Due to Retirement ($) |
Termination Due to Disability ($) |
Voluntary Termination ($) |
|||||||||||||||||||
Severance |
823,526 | 1,098,034 | — | — | — | — | ||||||||||||||||||
Pro Rata Variable Compensation (1) |
34,857 | 34,857 | 34,857 | 34,857 | 34,857 | 34,857 | ||||||||||||||||||
Equity Acceleration (2) |
— | 190,696 | 190,696 | 190,696 | 190,696 | — | ||||||||||||||||||
Performance-Based Equity Acceleration (3) |
— | 214,088 | 214,088 | 214,088 | 214,088 | — | ||||||||||||||||||
Medical Coverage (4) |
38,726 | 38,726 | 38,726 | 38,726 | 38,726 | — | ||||||||||||||||||
Disability (5) |
— | — | — | — | 225,000 | — | ||||||||||||||||||
TOTAL (6) |
897,109 | 1,576,401 | 478,367 | 478,367 | 703,367 | 34,857 |
(1) | Mr. Dean’s employment arrangements provide for the payment of a pro rata portion of the current fiscal year annual variable compensation that would otherwise be payable if Mr. Dean had continued employment through the end of the current fiscal year, based on actual performance. Amounts shown reflect the earned and unpaid portion of Mr. Dean fiscal 2020 annual variable compensation as of June 30, 2020. |
(2) | Reflects (i) the difference between fair market value as of June 30, 2020 of the underlying shares over the exercise price of all unvested stock options, and (ii) the fair market value of all unearned and unvested non-performance-based restricted stock awards and restricted stock units. Vesting accelerates in the event of a change in control and termination by the Company without cause or by the grantee for good reason. |
(3) | Reflects the fair market value as of June 30, 2020, of the shares of all unearned and unvested performance based restricted stock awards, the vesting of which accelerates with a change in control and termination by the Company without cause or by the grantee for good reason. |
(4) | Reflects the cost of providing continued health and welfare benefits to the executive officer as provided in the executive officer’s employment arrangements. |
(5) | The executive officer’s employment arrangement provides that if his employment is terminated by reason of disability, he will continue to receive his salary during the period under which he continues to receive benefits under our short-term disability policy (assumed to be six months for purposes of this disclosure), less any benefits received under our short-term disability policy. |
(6) | These amounts do not include the payout of the executive officer’s vested balance under our Nonqualified Deferred Compensation Plan, which is reflected and described in the Nonqualified Deferred Compensation Table herein. |
● | the total compensation for our median employee was $45,914; |
● | the annual total compensation of Mr. Baur was $3,442,451; and |
● | based on the information above, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is 75 to 1. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) (1) |
Total ($) | |||||||
Peter C. Browning |
170,000 | 130,425 | 300,425 | |||||||
Frank E. Emory, Jr. (2) |
— | — | — | |||||||
Michael J. Grainger |
90,000 | 130,425 | 220,425 | |||||||
Dorothy F. Ramoneda (3) |
56,666 | 155,100 | 211,766 | |||||||
John P. Reilly |
90,000 | 130,425 | 220,425 | |||||||
Jeffrey R. Rodek (4) |
14,167 | 88,478 | 102,645 | |||||||
Elizabeth O. Temple |
90,000 | 130,425 | 220,425 | |||||||
Charles R. Whitchurch |
110,000 | 130,425 | 240,425 |
(1) |
Amounts shown are the aggregate grant date fair value of restricted stock awards computed in accordance with 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 financial statements for the fiscal year ended June 30, 2020, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. Each then-serving non-employee director received a restricted stock award on November 15, 2019 for 3,700 shares that vested in June 2020. Mr. Rodek received his restricted stock award on May 14, 2020 for 4,100 shares, which shares vest on November 14, 2020. Other than 4,100 shares held by Mr. Rodek, none of the directors had any stock awards outstanding at June 30, 2020. |
(2) |
Mr. Emory was appointed as a director of the Company effective October 5, 2020. |
(3) |
Ms. Ramoneda was appointed as a director of the Company effective November 6, 2019. |
(4) |
Mr. Rodek was appointed as a director of the Company effective May 6, 2020. |
COMPENSATION |
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |
Plan Category |
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (3) |
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|||||||||
Equity Compensation Plans Approved by Shareholders |
||||||||||||
2013 Long-Term Incentive Plan |
1,033,272 (1) |
$22.46 | 1,536,626 | |||||||||
2002 Long-Term Incentive Plan |
221,395 (2) |
$35.25 | — | |||||||||
Equity Compensation Plans Not Approved by Shareholders |
— | — | — | |||||||||
TOTAL: |
1,254,667 | $24.72 | 1,536,626 |
(1) | ScanSource, Inc. 2013 Long-Term Incentive Plan (“2013 Plan”). At June 30, 2020, approximately 1,536,626 shares remain available for issuance under the 2013 Plan, which allows for grants of incentive stock options, non-qualified stock options, stock appreciation rights, performance awards, restricted stock awards, restricted stock units, deferred stock units, dividend equivalent awards and other stock-based awards. Includes restricted stock outstanding, including restricted stock awards, restricted stock units, performance restricted stock awards and performance restricted stock units. Amount includes 438,370 restricted shares outstanding in the form of restricted stock units and performance units. |
(2) | ScanSource, Inc. 2002 Long-Term Incentive Plan, as amended. At June 30, 2020, there were no restricted stock units or performance units outstanding under the ScanSource, Inc. 2002 Long-Term Incentive Plan. |
(3) | The weighted-average exercise price does not reflect the shares that will be issued upon the payment of outstanding awards of restricted stock, which have no exercise price. |
Name |
Number of Shares Beneficially Owned |
Percentage (1) |
||||||||
BlackRock, Inc. (2) |
4,804,768 | 18.94 | % | |||||||
The Vanguard Group, Inc. (3) |
2,712,184 | 10.69 | % | |||||||
Dimensional Fund Advisors LP (4) |
2,111,172 | 8.32 | % | |||||||
FMR LLC (5) |
1,731,545 | 6.82 | % | |||||||
Pzena Investment Management, LLC (6) |
1,464,078 | 5.77 | % | |||||||
Victory Capital Management Inc. (7) |
1,406,971 | 5.54 | % | |||||||
Michael L. Baur (8) |
729,694 | 2.80 | % | |||||||
Peter C. Browning |
19,300 | * | ||||||||
Matthew S. Dean (9) |
6,790 | * | ||||||||
Frank E. Emory, Jr. (10) |
— | — | ||||||||
Michael J. Grainger |
30,200 | * | ||||||||
Gerald Lyons (11) |
26,134 | * | ||||||||
Dorothy F. Ramoneda |
4,400 | * | ||||||||
John P. Reilly |
22,324 | * | ||||||||
Jeffrey R. Rodek |
4,100 | * | ||||||||
Elizabeth O. Temple |
10,000 | * | ||||||||
Charles R. Whitchurch |
21,000 | * | ||||||||
All directors and executive officers as a group (11 persons) (12) |
873,942 | 3.36 | % |
(1) | Applicable percentage of ownership is based upon 25,373,757 shares of our common stock outstanding on October 12, 2020. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares shown as beneficially owned. Shares of common stock subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the shares and percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage ownership of any other person or entity. Except as otherwise indicated, the persons or entities listed in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them. |
(2) | The information reported is based on a Schedule 13G/A filed with the SEC on February 4, 2020 reporting sole power of BlackRock, Inc. to vote or direct the vote of 4,584,999 shares and sole power to dispose or direct the disposition of 4,804,768 shares. The business address of BlackRock, Inc. is 55 East 52nd St., New York, NY 10055. |
(3) | The information is reported based on a Schedule 13G/A filed with the SEC on February 12, 2020 reporting sole power of The Vanguard Group, Inc. (“Vanguard”) to vote or direct the vote of 24,856 shares; shared power of Vanguard to vote or direct the vote of 4,800 shares, sole power of Vanguard to dispose or direct the disposition of 2,685,259 shares; and shared power of Vanguard to dispose or direct the disposition of 26,925 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 22,125 shares. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, is the beneficial owner of 7,531 shares. The business address of Vanguard is 100 Vanguard Boulevard, Malvern, PA 19355. |
(4) | The information is reported based on a Schedule 13G/A filed with the SEC on February 12, 2020 reporting the beneficial ownership of Dimensional Fund Advisors LP (“Dimensional”) and the sole power to vote or direct the vote of 2,033,317 shares and sole power to dispose or direct the disposition of 2,111,172 shares. Dimensional is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940. All securities reported in this schedule are owned by the funds advised by Dimensional. Dimensional disclaims beneficial ownership of such securities. The business address of Dimensional is Building One, 6300 Bee Cave Road, Austin, TX 78746. |
(5) | The information reported is based on a Schedule 13G/A filed with the SEC on February 7, 2020 reporting sole power of FMR LLC, the parent holding company of subsidiary companies engaged in the securities business, to vote or direct the vote of 219,515 shares and sole power to dispose or direct the disposition of 1,731,545 shares. A subsidiary of FMR LLC has the sole power to vote or direct the voting of shares directly owned by the funds, and the voting of these shares is carried out under written guidelines established by the board of trustees of the funds advised by the subsidiary of FMR LLC. The business address of FMR LLC is 245 Summer Street, Boston, MA 02210. |
(6) | The information reported is based on a Schedule 13G/A filed with the SEC on January 27, 2020 reporting sole power of Pzena Investment Management, LLC (“Pzena”) and the sole power to vote or direct the vote of 1,149,462 shares and sole power to dispose or direct the disposition of 1,464,078 shares. The business address of Pzena is 320 Park Avenue, 8th Floor, New York, NY 10022. |
(7) | The information reported is based on a Schedule 13G/A filed with the SEC on January 31, 2020 reporting sole power of Victory Capital Management Inc. (“Victory”) and the sole power to vote or direct the vote of 1,386,996 shares and sole power to dispose or direct the disposition of 1,406,971 shares. The business address of Victory is 4900 Tiedeman Road, 4th Floor, Brooklyn, OH 44144. |
(8) | Includes 676,936 shares issuable pursuant to exercisable options. Does not include 56,624 shares underlying unvested restricted stock units that will not vest by December 11, 2020. |
(9) | Does not include 3,300 shares issuable pursuant to options granted by the Company that are not currently exercisable and will not become exercisable by December 11, 2020. Does not include 4,924 shares underlying unvested restricted stock units that will not vest by December 11, 2020. |
(10) | Mr. Emory was appointed as a director of the Company effective October 5, 2020. |
(11) | Includes 8,747 shares issuable pursuant to exercisable options. Does not include 4,067 shares underlying unvested restricted stock units that will not vest by December 11, 2020. |
(12) | Includes 685,683 shares issuable pursuant to exercisable options. |
Year Ended June 30, 2020 |
Year Ended June 30, 2019 |
|||||||||
Audit Fees |
$ | 1,899,507 | $ | 2,125,646 | ||||||
Tax Fees |
90,300 |
118,094 |
||||||||
Total Fees |
$ | 1,989,807 |
$ | 2,243,740 |
● | “Audit Fees” are fees for professional services for the audit of the consolidated financial statements included in our Form 10-K, the audit of internal control over financial reporting, the review of financial statements included in our Form 10-Qs, and services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements; and |
● | “Tax Fees” are fees for professional services related to foreign tax compliance, tax advice and tax planning. |
Exhibit Number |
Description |
Filed herewith |
Form |
Exhibit |
Filing Date | |||||
2.1 |
8-K |
10.1 |
8/15/2014 | |||||||
2.2 |
10-Q |
2.1 |
2/3/2015 | |||||||
2.3+ |
10-Q |
10.1 |
11/7/2016 | |||||||
3.1 |
10-Q |
3.1 |
2/3/2005 | |||||||
3.2 |
8-K |
3.1 |
11/30/2018 | |||||||
4.1 |
Form of Common Stock Certificate |
SB-2 |
4.1 |
2/7/1994 | ||||||
4.2 |
10-K |
4.2 |
8/22/2019 | |||||||
Executive Compensation Plans and Arrangements |
||||||||||
10.1 |
10-Q |
10.1 |
2/3/2015 | |||||||
10.2 |
8-K |
10.1 |
12/7/2009 | |||||||
10.3 |
S-8 |
99 |
12/5/2013 | |||||||
10.4 |
S-8 |
99 |
12/5/2013 | |||||||
10.5 |
10-Q |
10.2 |
5/6/2011 | |||||||
10.6 |
8-K |
10.3 |
6/21/2017 | |||||||
10.7 |
8-K |
10.3 |
12/7/2009 | |||||||
10.8 |
10-Q |
10.2 |
2/4/2011 | |||||||
10.9 |
8-K |
10.4 |
12/7/2009 | |||||||
10.10 |
10-Q |
10.3 |
2/4/2011 | |||||||
10.11 |
10-Q |
10.1 |
2/6/2014 | |||||||
10.12 |
10-Q |
10.2 |
2/6/2014 | |||||||
10.13 |
10-Q |
10.3 |
2/6/2014 | |||||||
10.14 |
10-Q |
10.4 |
2/6/2014 |
10.15 | 10-K |
10.33 | 8/28/2014 | |||||||
10.16 | 10-K |
10.34 | 8/28/2014 | |||||||
10.17 | 8-K |
10.1 | 12/8/2017 | |||||||
10.18 | 8-K |
10.2 | 12/8/2017 | |||||||
10.19 | 8-K |
10.3 | 12/8/2017 | |||||||
10.20 | 8-K |
10.4 | 12/8/2017 | |||||||
10.21 | 8-K |
10.1 | 6/21/2017 | |||||||
10.22 | 10-K |
10.24 | 8/28/2014 | |||||||
10.23 | 8-K |
10.2 | 6/21/2017 | |||||||
10.24 | 8-K |
10.1 | 8/24/2017 | |||||||
10.25 | 10-K |
10.27 | 8/22/2019 | |||||||
10.26 | 10-K |
10.32 | 8/28/2018 | |||||||
10.27 | 8-K |
10.1 | 11/30/2018 | |||||||
10.28 | 8-K |
10.2 | 11/30/2018 | |||||||
10.29 | 8-K |
10.3 | 11/30/2018 | |||||||
10.30 | 8-K |
10.4 | 11/30/2018 | |||||||
10.31 | 8-K |
10.5 | 11/30/2018 | |||||||
10.32 | 8-K |
10.1 | 1/30/2020 | |||||||
Bank Agreements |
||||||||||
10.33 | 8-K |
10.1 | 5/1/2019 | |||||||
Other Agreements |
||||||||||
10.34+ | 10-K |
10.26 | 8/29/2007 | |||||||
10.35+ | 10-K |
10.54 | 8/29/2016 | |||||||
10.36+ | 10-Q |
10.1 | 5/9/2019 | |||||||
10.37++ | 10-K |
10.38 | 8/22/2019 | |||||||
10.38++ | 10-K |
10.39 | 8/22/2019 |
10.39++ | 10-K |
10.40 | 8/22/2019 | |||||||
10.40++ | 10-K |
10.41 | 8/22/2019 | |||||||
10.41++ | 10-K |
10.42 | 8/22/2019 | |||||||
10.42 | 10-K |
10.43 | 8/22/2019 | |||||||
10.43++ | 10-K |
10.44 | 8/22/2019 | |||||||
10.44 | 10-K |
10.45 | 8/22/2019 | |||||||
10.45 | 10-K |
10.46 | 8/22/2019 | |||||||
10.46 | 10-K |
10.47 | 8/22/2019 | |||||||
10.47++ | 10-K |
10.48 | 8/22/2019 | |||||||
10.48++ | 10-K |
10.49 | 8/22/2019 | |||||||
10.49++ | 10-K |
10.50 | 8/22/2019 | |||||||
10.50+ | 10-Q/A |
10.1 | 10/24/2014 | |||||||
10.51+ | 10-K |
10.50 | 8/29/2016 | |||||||
10.52+ | 10-K |
10.51 | 8/29/2016 | |||||||
10.53+ | 10-K |
10.51 | 8/29/2017 | |||||||
10.54++ | 10-Q |
10.2 | 5/9/2019 | |||||||
10.55 | 10-K |
10.55 | 8/31/2020 | |||||||
21.1 | 10-K |
21.1 | 8/31/2020 | |||||||
23.1 | 10-K |
23.1 | 8/31/2020 | |||||||
31.1 | X | |||||||||
31.2 | X | |||||||||
32.1 | 10-K |
32.1 | 8/31/2020 | |||||||
32.2 | 10-K |
32.2 | 8/31/2020 | |||||||
101 |
The following materials from our Annual Report on Form 10-K for the year ended June 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2020 and June 30, 2019, (ii) the Consolidated Income Statements for the years ended June 30, 2020, June 30, 2019 and June 30, 2018, (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2020, June 30, 2019 and June 30, 2018, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2020, June 30, 2019 and June 30, 2018, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text. The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
X |
+ | Confidential treatment has been requested or granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the Commission as part of an application for confidential treatment. |
++ | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
SCANSOURCE, INC. | ||
By: | /s/ Michael L. Baur | |
Michael L. Baur | ||
Chairman, Chief Executive Officer and President |