Elizabeth Temple

About Elizabeth O. Temple

Elizabeth O. Temple, age 60, is an independent director of ScanSource, Inc. (SCSC) who has served on the Board since September 2017; she chairs the Compensation Committee and sits on the Audit and Nominating & Corporate Governance Committees, and the Board has designated her an “audit committee financial expert.” She is Chair Emeritus of Womble Bond Dickinson (US) LLP, where she served as Chair & CEO from 2016–2024 and has practiced as a corporate and securities attorney since 1989. In FY2025, all incumbents attended at least 75% of Board/committee meetings; the Board met 6 times and committees met 13 times collectively. Temple is one of the Board’s independent directors under Nasdaq and SEC standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Womble Bond Dickinson (US) LLP	Chair & CEO; Chair Emeritus; Corporate & Securities Attorney (partner since 1997)	Chair & CEO: Jan 1, 2016–Dec 31, 2024; Chair Emeritus/current; Attorney since 1989	Counseled public/private companies on risk, governance, M&A, and securities; deep board advisory experience

External Roles

Organization	Role	Tenure	Notes
Messer Inc.	Director	Since March 2023	Construction management/general contractor affiliate; private company board
Messer Construction Co.	Director	Since March 2023	Private company board

Board Governance

Item	Detail
Independence	Board determined Temple is independent under SEC and Nasdaq standards
Committee Assignments	Compensation Committee (Chair); Audit Committee (Member); Nominating & Corporate Governance Committee (Member)
Financial Expert	Identified by the Board as an “audit committee financial expert”
Meeting Attendance	Each incumbent director attended ≥75% of Board/committee meetings in FY2025
FY2025 Meetings	Board: 6; Audit: 4; Compensation: 5; Nominating & Corporate Governance: 4
Executive Sessions	Non-management directors met regularly in executive session during FY2025
Board Leadership	Combined CEO/Chair (M. Baur) with Lead Independent Director (P. Browning)
Hedging/Pledging	Directors prohibited from hedging/pledging Company stock; in compliance as of proxy date
Related-Party Review	Audit Committee reviews related-party transactions; no Item 404 transactions requiring disclosure since beginning of FY2025
Director Education	Board members (including Temple) are NACD members with access to director education

Fixed Compensation (Director)

Component	FY2025 Amount/Terms
Annual Cash Retainer	$90,000 (non-employee director)
Committee Chair Fee	$20,000 (Compensation Committee Chair)
Total Cash Paid (Temple)	$110,000 (FY2025)
Annual Equity Retainer	$160,000 grant value; granted as RSUs or restricted stock
FY2025 Equity Grant Details	3,141 RSUs granted 8/30/2024 at $50.94; vested Aug 2025; each non-employee director had 3,141 unvested RSUs at 6/30/2025
Equity Deferral	Temple elected to defer FY2025 equity; cumulative deferred RSUs: 25,900 (across applicable years)
Policy Shift (FY2026)	RSU share count to use 10‑day average closing price ending on grant date
Ownership Guidelines	5× annual cash retainer; all directors in compliance at FY2025 year-end

Performance Compensation (Director)

Directors receive time-based equity; no performance metrics are tied to director pay. Equity vests on time-based schedules (generally one year for annual director grants).

Metric	Applies to Director Compensation?	Notes
TSR / EPS / ROIC targets	No	Director equity is service-based; no disclosed performance metrics
Clawback	Company maintains compensation recovery policy (executive-focused)

Other Directorships & Interlocks

Disclosed external boards: Messer Inc.; Messer Construction Co. (since March 2023). No other public company directorships are listed in Temple’s SCSC director biography.
Compensation Committee interlocks: None; no member was an officer/employee during FY2025 (Mathis served as SCSC CFO 2012–2016); no relationships requiring Item 404 disclosure since the beginning of FY2025.
Service limits: Non-management directors limited to ≤4 public company boards and ≤3 public company audit committees; all Board members in compliance.

Expertise & Qualifications

Corporate governance, risk management, M&A, and securities regulation expertise from decades of board-level legal advisory work; former U.S. Chair & CEO of a transatlantic law firm.
Audit Committee Financial Expert designation supports oversight of financial reporting and controls.

Equity Ownership

Holder	Beneficial Ownership (Shares)	Ownership %	As-Of Date
Elizabeth O. Temple	35,893	<1%	Oct 3, 2025
Unvested RSUs (FY2025 director grant)	3,141	—	June 30, 2025
Deferred RSUs (cumulative)	25,900	—	As of FY2025 proxy disclosure
Pledging/Hedging Status	Prohibited; in compliance	—	As of proxy date

Stock ownership policy requires directors to hold 5× their annual cash retainer; all directors were in compliance at FY2025 year-end.

Governance Assessment

Strengths
- Independent director; Compensation Committee Chair; Audit Committee Financial Expert; multi-committee experience enhances board oversight.
- Strong shareholder alignment and discipline: equity retainers, 5× retainer ownership guideline, anti-hedging/anti-pledging, and use of independent compensation consultant (Pearl Meyer).
- Board and committee engagement: ≥75% attendance for incumbents; regular executive sessions; active committee calendars.
- Say-on-Pay support: approximately 98% approval at the Dec 2024 meeting, indicating investor confidence in compensation oversight.
- No related-party transactions requiring Item 404 disclosure.
Monitoring items
- Combined CEO/Chair structure persists; mitigated by an empowered Lead Independent Director and robust committee oversight.
- Equity deferrals and cumulative deferred RSUs are sizable; continue to monitor structure and vesting to ensure sustained alignment and avoid complexity.
RED FLAGS
- None identified in the filing: no Item 404 related-party transactions, hedging/pledging prohibitions in place, timely Section 16 reporting, and no compensation committee interlocks.