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    Corporate Governance


Corporate Governance 

ScanSource Corporate Governance

The Board of Directors for the Company provides oversight to the CEO and other senior managers in their conduct of business, with the goal of building long-term shareholder value. The Board also provides periodic review of management’s performance and the Company’s organizational structure, as well as guidance, review, and—when appropriate—approval of corporate strategy. A majority of the Directors at all times are, and will be, independent. Independence is determined in accordance with NASDAQ rules. 

The Directors also take corporate action through the Committees of the Board, which include the following:

  • Through the Audit Committee, oversee the accounting and financial-reporting process of the Company and the audits of the Company’s financial statements.
  • Through the Compensation Committee, and with advice from the CEO, determine compensation for officers and approve awards of equity-based compensation.
  • Through the Nominating and Corporate Governance Committee, identify individuals qualified to serve on the Board of Directors, consistent with criteria approved by the Board, oversee responsibilities under the NASDAQ listing standards, the Company’s articles of incorporation and by-laws, and South Carolina law.

The Company is committed to upholding the highest level of ethical conduct in all matters. The Company encourages its employees to bring to management’s attention any potentially unethical or illegal activity or violation of Company policy, and it even provides a toll-free phone number employees may use to report such activity anonymously, if they so choose. The Board will periodically review the Company’s Code of Conduct and the Company’s efforts to create an ethical environment for the conduct of business. 

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Committee Charters

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Mike Baur

Chairman of the Board and Chief Executive Officer

Mike Baur serves as Chairman and Chief Executive Officer at ScanSource. Mike has served as the Company’s President or CEO since its inception, as a director since December 1995, and as Chairman of the Board since February 2019. Mike has developed a deep institutional knowledge and perspective regarding ScanSource’s strengths, challenges and opportunities. He 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. Mike brings strong leadership, entrepreneurial, business building and development skills and experience to the Board.

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Peter Browning

Board Member

Peter Browning has served on the ScanSource Board of Directors 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 has also served on more than 14 public-company boards, including Acuity Brands from 2001 to 2021, Wachovia from 2002 to 2008, Nucor Corporation from 1999 to 2015, and Lowe’s Companies from 1997 to 2014. among several others. Peter is a well-known authority on board governance and his knowledge in that area is invaluable to the ScanSource 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.

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Frank Emory

Board Member

Frank Emory has served on the ScanSource Board of Directors since October 2020. He 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. As a former partner of Hunton Andrews Kurth LLP, a former Chair of EDPNC, Inc., and executive of Novant Health Frank brings considerable experience overseeing legal, government relations, risk management, corporate audit, compliance, human resources and diversity, inclusion and health equity teams to ScanSource’s Board.

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Mike Grainger

Board Member

Mike Grainger has served on the ScanSource Board of Directors since October 2004. Mike 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. Mike currently serves on the board of directors of Ingram Industries, Inc., a multinational diversified private company. Mike brings to the ScanSource Board extensive knowledge of the distribution channel. He also brings extensive accounting and financial skills important in the understanding and oversight of financial reporting, enterprise and operational risk management, and corporate finance, tax and treasury matters.

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Charlie Mathis

Board Member

Charlie Mathis has served on the ScanSource Board of Directors since August 2021. He served as Executive Vice President and Chief Financial Officer for Science Applications International Corporation (“SAIC”), a U.S. government IT services provider, from 2016 to 2021. Prior to joining SAIC, Charlie served as Chief Financial Officer at ScanSource from 2012 to 2016. He also served as Chief Financial Officer for Force Protection, Inc., a global defense company, and Fort Worth-based EFW, Inc., the U.S.-based subsidiary of the Israeli defense contractor, Elbit Systems. As a former executive at SAIC, a Fortune 500 company, Charlie has extensive experience in mergers and acquisitions, finance and accounting, financial controls, and U.S. government contracting and compliance. He also brings a deep understanding of ScanSource’s business to the Board, having previously served as Chief Financial Officer at ScanSource.

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Dede Ramoneda

Board Member

Dede Ramoneda has served on the ScanSource Board of Directors since November 2019. She has been in the role of Executive Vice President and Chief Information Officer of First-Citizens Bank since January 2014. She has also served as Chief Information Officer and Vice President of Information Technology and Telecommunications at Progress Energy. Dede has extensive leadership experience serving as the Chief Information Officer of a Fortune 500 Company and in multiple industries. Throughout her career, Dede 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 the distribution channel and the industries of many of ScanSource’s vendors and customers.

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Jack Reilly

Board Member

Jack Reilly has served on the ScanSource Board of Directors since June 2001. He 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 Jack was President and CEO from 1999 to June 2014. Prior to that, he held senior management positions at Citibank, N.A. Jack also serves on the Board of Directors of Chimera Investment Corporation, a public real estate investment trust. Jack brings to the Board extensive financial skills important in the understanding and oversight of ScanSource’s financial reporting, enterprise and operational risk management, and corporate finance matters. His long career in the financial services industry, including serving as Chief Executive Officer for a finance company, also provides Jack with a wealth of financial management expertise.

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Jeff Rodek

Board Member

Jeff Rodek has served on the ScanSource Board of Directors since May 2020. He 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. He previously served as a Senior Lecturer at the Fisher College of Business at The Ohio State University. Prior to that, Jeff served as Senior Advisor and Executive Partner at Accretive, LLC, as Executive Chairman, Chairman and Chief Executive Officer of Hyperion Solutions Corporation, and as President and Chief Operating Officer of Ingram Micro Corporation. Jeff has over 40 years of business and leadership experience spanning across multiple industries. Over his career, Jeff 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 the distribution channel.

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Betty Temple

Board Member

Betty Temple has served on the ScanSource Board of Directors since September 2017. She has served as the Chair and Chief Executive Officer of Womble Bond Dickinson since January 1, 2016. Betty has been a practicing corporate and securities attorney at the firm since 1989. Prior to serving as Chair and Chief Executive Officer, she served in a number of leadership roles at the firm over the past decade and has been a partner at the firm since 1997. Over Betty’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 distribution channel and within the industries of many of ScanSource’s vendors and customers. Her background as a legal advisor to public companies and boards provides the ScanSource Board with additional expertise in the areas of risk management, corporate governance, acquisitions, and securities regulation.

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Randy Whitchurch

Board Member

Randy Whitchurch has served on the ScanSource Board of Directors since February 2009. He served as the Chief Financial Officer of Zebra Technologies Corporation from September 1991 to June 2008. Previously, Randy served as Director and Chairman of the Audit Committee on numerous boards including SPSS, Inc., a publiclyheld provider of predictive analytic software;, Landmark Aviation, a privatelyheld aviation services company with operations throughout the United States and Europe; Tricor Braun Holdings, a privately-held distributor of rigid packaging materials, and Ashworth College, a nationally accredited online education provider. Randy’s executive career brings in-depth knowledge of business operations and strategy, as well as broad experience related to financial and corporate governance matters, to the ScanSource Board.. With over three decades of service as a Chief Financial Officer, more than half of which were spent with a public company, Randy has a deep understanding of the complex accounting issues often faced by public companies.