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TD Synnex 8-K Report, Executive Changes (Jul 15, 2024)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed July 15, 2024
Period End
July 9, 2024
Security
SNX
In the record · 2016–202610-K1110-Q338-K163

SNX filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Oct ’18Oct ’18
  2. Deal closed8-K · Dec ’20Dec ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Material agreement8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed July 15, 2024. Cited figures are marked; the original filing is the authoritative source.

TD SYNNEX Corporation (SNX) disclosed in this Current Report on Form 8-K, filed July 15, 2024, that Patrick Zammit, the Company's Executive Vice President and Chief Operating Officer, will be appointed President and Chief Executive Officer effective September 1, 2024.

Richard Hume, the current President and Chief Executive Officer, will retire from the Company on that date but remain on the Board of Directors. On July 15, 2024, the Compensation Committee revised certain aspects of Mr. Hume's retirement compensation, citing his performance as CEO since the merger of SYNNEX Corporation and Tech Data Corporation on September 1, 2021, and his efforts on the CEO transition. The revisions include full vesting of his restricted stock unit and stock option awards accelerated to his retirement date (with performance-based RSUs assumed at target), extension of the stock option exercise period to three years following retirement, a prorated fiscal year 2024 Management Incentive Plan bonus of approximately $1.897 milliona, and a special bonus of $1.5 million.

The filing also covers the departure of Michael Urban, the Company's former President, Americas, who resigned effective July 1, 2024. The Compensation Committee approved a prorated fiscal year 2024 Management Incentive Plan bonus of approximately $704,000b for Mr. Urban. Under his severance agreement, effective July 9, 2024, and subject to a release of claims and ongoing compliance with restrictive covenants including non-competition and non-solicitation provisions, he receives salary continuation for 24 months, a lump sum payment of $27,000, accelerated vesting of outstanding unvested equity awards, and 18 months of health benefits.

The severance agreement is filed as Exhibit 10.1, with certain schedules and information omitted under Regulation S-K. For investors, the principal item is an orderly, pre-announced CEO succession, with the incoming CEO drawn from within the company. The filing's dollar amounts relate to executive compensation and do not describe changes to financial results or guidance.

02—Key points

Key Highlights

  1. Patrick Zammit, EVP and Chief Operating Officer, will become President and Chief Executive Officer effective September 1, 2024.
  2. Richard Hume will retire as President and CEO on September 1, 2024, and remain on the Board of Directors.
  3. Hume's retirement package includes accelerated full vesting of RSU and stock option awards, with performance-based RSUs assumed at target, and a stock option exercise period extended to three years after retirement.
  4. Hume will receive a prorated fiscal year 2024 Management Incentive Plan bonus of approximately $1.897 million and a special bonus of $1.5 million.
  5. Michael Urban, former President, Americas, resigned effective July 1, 2024, and receives a prorated fiscal year 2024 MIP bonus of approximately $704,000.
  6. Urban's severance agreement, effective July 9, 2024, provides 24 months of salary continuation, a $27,000 lump sum, accelerated vesting of equity awards, and 18 months of health benefits, subject to a release and restrictive covenants.

03—Questions

Frequently Asked Questions

  1. Who will lead TD SYNNEX after September 1, 2024?

    Patrick Zammit, the Company's Executive Vice President and Chief Operating Officer, will be appointed President and Chief Executive Officer effective September 1, 2024, succeeding Richard Hume, who is retiring from the role.

  2. Will Richard Hume remain involved with the company after retiring?

    Yes. Mr. Hume will retire from the Company's management but remain on the Company's Board of Directors.

  3. Why was Richard Hume's retirement compensation revised?

    The Compensation Committee cited Mr. Hume's performance as CEO since the September 1, 2021 merger of SYNNEX Corporation and Tech Data Corporation, the related integration through the current fiscal year, and his additional efforts related to the transition of the CEO role to Mr. Zammit.

  4. What compensation did Michael Urban receive in connection with his resignation?

    Mr. Urban, the former President, Americas, who resigned effective July 1, 2024, receives a prorated fiscal year 2024 Management Incentive Plan bonus of approximately $704,000, salary continuation for 24 months, a lump sum payment of $27,000, accelerated vesting of outstanding unvested equity awards, and 18 months of health benefits. These payments are conditioned on his release of claims and ongoing compliance with restrictive covenants, including non-competition and non-solicitation provisions.

04—Continue

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