Charles Mathis
Director at SCSC
Board
About Charles A. Mathis
Charles A. Mathis, age 65, is an independent director of ScanSource, Inc. (SCSC) since August 2021 and serves as Audit Committee Chair, with additional service on the Compensation and Nominating & Corporate Governance Committees. A seasoned finance executive and former CFO of SAIC and ScanSource, his core credentials include mergers and acquisitions, finance and accounting, financial controls, and U.S. government contracting and compliance, with the Board designating him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amentum Services, Inc. | Executive Vice President & CFO | Dec 2021 – Jun 2023 | Government and commercial services finance; controls and compliance |
| Science Applications International Corp. (SAIC) | Executive Vice President & CFO | 2016 – 2021 | Fortune 500 CFO; M&A, controls, gov contracting |
| ScanSource, Inc. | Chief Financial Officer | 2012 – 2016 | Knowledge of Company operations; finance leadership |
| Force Protection Inc. | CFO | 2008 – 2012 | Defense sector finance |
| EFW, Inc. | CFO | 2006 – 2008 | Finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SRI International (independent nonprofit research institute) | Director | Since March 2024 | Board service supporting research enterprise |
Board Governance
- Independence: Board determined Mathis meets SEC and Nasdaq independence standards; he is independent and the only management director on the Board is the CEO.
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member).
- Audit Committee expertise: Board designated Mathis as an “audit committee financial expert”; all Audit members meet Nasdaq financial sophistication.
- Attendance and engagement: The Board met 6 times in FY2025; Audit 4, Compensation 5, Nominating 4; each incumbent director attended at least 75% of Board and committee meetings.
- Executive sessions: Non-management directors met regularly in executive session during FY2025.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Non-employee director cash retainer |
| Audit Committee Chair Fee | $25,000 | Chair premium per policy |
| Total Cash (FY2025) | $115,000 | Matches Director Compensation Table for Mathis |
| FY2025 Director Compensation | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles A. Mathis | 115,000 | 160,003 | 275,003 |
Performance Compensation
| Equity Grant Detail (FY2025 cycle) | Value/Count | Terms |
|---|---|---|
| RSUs granted | 3,141 shares | Granted Aug 30, 2024; vest Aug 2025; closing stock price $50.94 at grant |
| Grant-date fair value | $160,003 | Aggregate fair value computed per FASB ASC 718 |
| Unvested RSUs at FY-end | 3,141 units (as of Jun 30, 2025) | Directors may elect deferral; deferrals disclosed for Browning, Nagel, Rodek, Temple (not Mathis) |
- Equity retainer policy: Annual value-based equity retainer; one-year vest; change-in-control/death/disability/retirement accelerations per director plan; shift to 10-day average price for fiscal 2026 grants.
- Ownership/retention policy: Directors must hold five times annual cash retainer and retain 50% of net shares until in compliance; all directors were in compliance at FY2025 end.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed in proxy for Mathis; current external board is SRI International (nonprofit). |
| Compensation Committee Interlocks | Mathis previously served as ScanSource CFO (2012–2016); disclosed as historic officer service, with no related-party relationships requiring Item 404 disclosure since beginning of FY2025. |
Expertise & Qualifications
- Financial leadership as CFO across public and private companies; deep experience in M&A, finance, accounting, controls, and U.S. government contracting and compliance.
- Board-designated audit committee financial expert; Audit Committee oversees financial reporting, internal controls, and cybersecurity oversight.
- No related-party transactions requiring disclosure; no family relationships.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Charles A. Mathis | 18,793 | <1% |
- Anti-pledging and anti-hedging: Directors prohibited from pledging or hedging Company stock; all directors were in compliance as of the proxy date.
Governance Assessment
-
Positives:
- Audit Chair and audit committee financial expert with extensive CFO credentials enhances oversight quality.
- Independent status affirmed; strong attendance; regular executive sessions among non-management directors.
- Compensation structure balances cash and equity; director ownership/retention policy met, supporting alignment.
- No Item 404 related-party transactions or family relationships; anti-hedging/anti-pledging compliance.
- Strong say-on-pay support (~98% in Dec 2024) indicates investor confidence in governance and pay practices.
-
Considerations and potential flags:
- Historical officer tenure (ScanSource CFO 2012–2016) while now Audit Chair and Compensation Committee member requires continued vigilance on independence; Board expressly deems him independent and discloses the historic service.
- Director cash and equity retainers were increased in FY2025; ensure changes remain aligned with performance and market norms.
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (FY2025) | All reporting persons complied timely; no delinquencies. |
Related Party Transactions
- Audit Committee reviews director/officer related party transactions annually; none requiring Item 404 disclosure since beginning of FY2025; no family relationships; no special selection arrangements.
Director Compensation Structure Notes
- No meeting fees; compensation via annual cash retainer and chair fees plus annual equity retainer; directors may elect cash paid in shares or defer equity under the Nonqualified Deferred Compensation Plan.