Dorothy Ramoneda
Director at SCSC
Board
About Dorothy F. Ramoneda
Independent director at ScanSource, Inc. since November 2019; age 66. Former Executive Vice President/Chief Information Officer at First-Citizens Bank & Trust (2012–May 2024) and CIO at Progress Energy (2002–2012), with early career at Arthur Andersen in systems integration and outsourcing. Brings deep IT and cybersecurity oversight expertise to SCSC’s board, noted for understanding risks and mitigation strategies; currently also serves on the board of Chesapeake Financial Shares, Inc. (since January 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First-Citizens Bank & Trust Co. (subsidiary of First Citizens BancShares) | Executive Vice President and/or Chief Information Officer | Jul 2012 – May 2024 | Led robust, secure IT environments; financial services cybersecurity expertise |
| Progress Energy, Inc. | Chief Information Officer | 2002 – 2012 | Enterprise IT leadership; operational risk management |
| Progress Energy, Inc. | VP, IT & Telecommunications | 2000 – 2002 | Infrastructure leadership |
| Arthur Andersen LLP | Systems Integration and BPO | Early career | Technology/process management background |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Chesapeake Financial Shares, Inc. | Director | Jan 2025 | Governance & Compensation Committee; Acquiring Review Committee for Merchant Card Operations |
Board Governance
- Independence: Board determined Ramoneda is independent under SEC and Nasdaq standards .
- Committees: Audit; Compensation; Nominating & Corporate Governance (member, not chair) .
- Attendance: Board met 6 times in FY2025; committees met 13 times; each incumbent director attended ≥75% of meetings; directors are expected to attend the annual meeting .
- Lead Independent Director: Peter C. Browning; regular executive sessions of non-management directors held .
- Anti-pledging/anti-hedging: Company prohibits pledging and hedging; all directors in compliance as of proxy date .
- Related-party transactions: Audit Committee reviews conflicts; no Item 404 transactions reported since beginning of FY2025; no family relationships or arrangements for director selection .
Fixed Compensation
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Non-employee director |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $15,000 | Ramoneda is not a chair |
| Lead Independent Director premium | $70,000 | Applies to Lead Independent Director, not Ramoneda |
| Total FY2025 director pay (Ramoneda) | Cash $90,000; Stock awards $160,003; Total $250,003 | Per Director Compensation Table |
| Expense reimbursement / education | Provided | Standard director benefits |
Performance Compensation
| Equity Grant Detail | FY2025 | Vesting | Metric Tie-in |
|---|---|---|---|
| Annual director equity retainer | $160,000, delivered as RSUs | One-year full vest or earlier upon death, disability, retirement, or change-in-control | Determined by dividing $160,000 by closing price on grant date; for FY2025, 3,141 RSUs granted on Aug 30, 2024 at $50.94 |
| RSU balance at FY-end | 3,141 unvested RSUs as of Jun 30, 2025 | Vests one year post-grant | |
| Equity grant methodology change | FY2026 grants use 10-day average closing price | Approved August 2025 |
Director equity is time-based, not performance-based. However, the Compensation Committee oversees executive pay programs. FY2025 executive annual cash incentive metrics and outcomes (for governance context):
| Company MIP Measure (FY2025) | Weight | Threshold | Target | Maximum | Actual Result |
|---|---|---|---|---|---|
| Performance Award Adjusted EBITDA ($mm) | 45% | $118.9 | $158.5 | $182.3 | $147.7 |
| Free Cash Flow (FCF) Conversion (%) | 30% | 60% | 65% | 90% | 117% |
- Individual performance factor (up to 25% of target) paid at 100% for all NEOs based on FY2025 accomplishments; aggregate FY2025 cash incentive ~121% of target .
- Long-term performance equity metrics for NEOs include Normalized EPS (subject to rTSR modifier vs S&P 600 Tech Hardware & Equipment peers) and Adjusted ROIC, with max payout capped at 200% .
Other Directorships & Interlocks
- Current public company: Chesapeake Financial Shares, Inc. (bank holding company), since January 2025; governance committee memberships noted above .
- SCSC service-on-boards policy: ≤4 public boards and ≤3 audit committees for non-management directors; all members (including CEO) were compliant as of proxy date .
Expertise & Qualifications
- Cybersecurity, information technology, and operational risk oversight (financial services CIO background). Adds board skill depth in IT/security and risk management relevant to SCSC’s distribution and cloud connectivity strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Dorothy F. Ramoneda | 30,293 | <1% | As of record date Oct 3, 2025; per Security Ownership table |
| Director stock ownership guideline | 5× annual cash retainer | In compliance (all directors) as of FY2025 end | |
| Anti-pledging/hedging | Prohibited | All directors in compliance |
Insider trades (last 12 months):
| Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|
| 2025-09-03 | 2025-09-01 | Award (A) | 3,693 | 30,293 | Common Stock |
Data source: Insider-trades skill Form 4 records, person filter “Ramoneda” for SCSC, 2024-11-01 to 2025-11-20.
Governance Assessment
- Strengths
- Independent director on all three key committees (Audit, Compensation, Nominating); enhances oversight breadth .
- Cybersecurity/IT leadership experience aligns with SCSC’s stated focus on information security and converged solutions; board receives regular cybersecurity updates .
- Strong shareholder support for executive compensation: ~98% Say-on-Pay approval at Dec 2024 annual meeting; prior year ~93% at Jan 2024 meeting, indicating effective pay program oversight .
- Ownership alignment via RSUs and 5× retainer ownership guideline; anti-hedging/anti-pledging policies in place and followed .
- Attendance commitment met (≥75%) and executive session practices entrenched .
- Potential Risks/Red Flags
- None indicated in related-party transactions; Item 404 review found no reportable transactions, and no family relationships or selection arrangements .
- Service on another public company board (Chesapeake Financial Shares) appears within SCSC’s limits; monitor for time commitments and any future interlocks with SCSC customers/suppliers (none disclosed) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approvals: ~98% (December 2024 annual meeting) ; ~93% (January 2024 annual meeting) .
- Shareholder engagement: SCSC reached out to holders representing >60% of shares; independent director participation; feedback incorporated on governance/compensation .
Compensation Committee Analysis
- Composition includes Ramoneda (member); chaired by Elizabeth O. Temple .
- Independent consultant: Pearl Meyer retained; independence evaluated and confirmed .
- Peer group benchmarking used (Applied Industrial Technologies, Insight Enterprises, Plexus, etc.) .
- Pay-for-performance emphasis with clear MIP and long-term PSU metrics (Adjusted EBITDA, FCF Conversion, Normalized EPS with rTSR, Adjusted ROIC) .
- Strong governance policies: clawback/compensation recovery, anti-hedging/pledging, CEO stock ownership, double-trigger change-in-control severance, limited perquisites .
Related Party Transactions
- No related-party transactions requiring disclosure since beginning of FY2025; Audit Committee reviews conflicts annually .
Employment & Contracts (Director policies)
- Service-on-boards limits (≤4 public boards; ≤3 audit committees for non-management directors); applies to Ramoneda and in compliance .
- Equity deferral available under SCSC’s Nonqualified Deferred Compensation Plan; some directors elected deferrals (not disclosed for Ramoneda) .
Performance & Track Record
- Board tenure unclassified; board refreshment managed through Nominating Committee; Ramoneda has served since 2019 .
- Corporate performance context (FY2025): Gross profit grew 2.4% to $408.6mm; Adjusted EBITDA $144.7mm; non-GAAP EPS $3.57; FCF $104.1mm and FCF Conversion 117%; recurring revenue share of gross profit rose to 32.8% .
Equity Ownership & Insider Trades Table
| Metric | Value |
|---|---|
| Shares beneficially owned | 30,293 |
| Ownership % | <1% |
| Form 4 activity (Award) | 3,693 shares on 2025-09-01; filed 2025-09-03; post-transaction 30,293 shares |
Director Compensation Summary (FY2025)
| Component | Amount ($) |
|---|---|
| Cash fees | 90,000 |
| Stock awards (RSUs) | 160,003 |
| Total | 250,003 |
| RSU grant details | 3,141 shares at $50.94; grant date Aug 30, 2024; vest Aug 2025 |
Committees & Attendance
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Board determined several members (not specified for Ramoneda) have “audit committee financial expert” designation; all members financially sophisticated |
| Compensation | Member | 5 | Oversees pay policies and equity plans |
| Nominating & Corporate Governance | Member | 4 | Board succession and governance oversight |
| Board | Director | 6 | ≥75% attendance for all incumbents |
Compliance, ownership alignment, and cybersecurity expertise position Ramoneda as a constructive contributor to board effectiveness and investor confidence.
Citations: