Frank Emory

About Frank Emory

Frank E. Emory, Jr., age 68, has served as an independent director of ScanSource since October 2020. He is Executive Vice President and Chief Legal Officer of Novant Health; previously, he was a partner at Hunton Andrews Kurth LLP (2001–2018) and Chair of the Economic Development Partnership of North Carolina Inc. His board credentials emphasize legal, risk, governance, and human capital oversight; he is independent under SEC and Nasdaq standards and serves on Audit, Compensation, and Nominating & Corporate Governance Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Novant Health	Executive Vice President, Chief Legal Officer	2018–present	Oversees legal, government relations, risk management, audit, compliance, HR, diversity, inclusion and health equity
Hunton Andrews Kurth LLP	Partner	2001–2018	Corporate law practice; governance and risk oversight expertise relevant to board service
Economic Development Partnership of North Carolina Inc.	Chair	Not disclosed	Public policy and economic development leadership; strengthens stakeholder engagement perspective

External Roles

Organization	Role	Tenure	Notes
Various non-profit and university boards	Member	Not disclosed	Service disclosed broadly; no current public company boards identified for Emory

Board Governance

Committee assignments: Audit; Compensation; Nominating & Corporate Governance. Emory is not a committee chair; current chairs are Mathis (Audit), Temple (Compensation), and Browning (Nominating & Corporate Governance) .
Independence: Board determined Emory meets SEC and Nasdaq independence standards; board majority independent .
Attendance and engagement: FY2025 Board met 6 times; committees met 13 times collectively; each incumbent director attended at least 75% of Board and committee meetings, indicating minimum engagement threshold met .
Executive sessions: Non-management directors met regularly in executive session during FY2025 .
Risk oversight: Audit (financial/internal controls/cyber), Compensation (comp risk and succession), Nominating (governance/independence) with regular management reporting to the Board .

Fixed Compensation

Fiscal Year	Annual Retainer (Cash)	Committee Chair Fees (if applicable)	Lead Independent Director Premium (if applicable)	Meeting Fees	Notes
FY2025	$90,000	$0 (not a chair)	$0 (not Lead Independent Director)	None disclosed	Directors may elect to receive cash fees in shares
FY2024	$85,000	$0 (not a chair)	$0	None disclosed	—

Program details:

Cash retainer baseline: $90,000; Audit Chair +$25,000; Compensation Chair +$20,000; Nominating Chair +$15,000; Lead Independent Director +$70,000. Emory did not hold these chair roles or LID position .

Performance Compensation

Grant Date	Instrument	Shares/Units	Grant-Date Fair Value	Vesting	Deferred?
Aug 30, 2024	RSUs	3,141	$160,003	One-year cliff; vested Aug 2025; accelerates upon death, disability, retirement, or change in control	No (deferrals noted for Browning, Nagel, Rodek, Temple)
Aug 25, 2023	RSUs	4,759	$150,004	One-year cliff; vested Aug 2024	Not indicated
Sep 1, 2025 (filed Sep 3, 2025)	Award (Form 4)	3,693	Price $0 (RSU award)	Time-based; next-year vest consistent with policy	Not indicated

Performance metrics: Director equity grants are time-based (no performance metrics). Company’s NEO performance metrics (context) include Adjusted EBITDA, FCF Conversion, ROIC, EPS (for pay-versus-performance disclosure), but these do not apply to director compensation .

Other Directorships & Interlocks

Other public company boards: None disclosed for Emory .
Compensation committee interlocks: None in FY2025; no relationships requiring Item 404 disclosure; Mathis was a former CFO (2012–2016) but not an employee during FY2025 .
Service limits: Non-management directors limited to ≤4 public boards and ≤3 audit committees; compliance confirmed as of proxy date .

Expertise & Qualifications

Core expertise: Legal (former BigLaw partner and current CLO), governance, risk management, compliance, government relations, audit oversight, HR/diversity/inclusion/health equity leadership .
Committee-relevant capabilities: Audit oversight and compensation governance; risk, compliance, and stakeholder engagement experience supports board effectiveness .

Equity Ownership

Item	Amount/Status
Beneficial ownership (Oct 3, 2025)	27,193 shares; less than 1%
Ownership as % of shares outstanding	~0.12% (27,193 / 22,067,128)
Unvested RSUs (as of Jun 30, 2025)	3,141 RSUs
Anti-pledging policy	Directors prohibited; all in compliance
Anti-hedging policy	Directors prohibited; all in compliance
Stock ownership guidelines	5x annual cash retainer; 50% net shares retention until met; all directors in compliance as of FY2025 year-end

Insider transactions (Form 4):

Sep 3, 2025 filing: Award of 3,693 shares; post-transaction ownership 27,193; direct ownership .
Sep 4, 2024 filing: Award of 3,141 shares; post-transaction ownership 23,500 .
Aug 29, 2023 filing: Award of 4,759 shares at $31.52; post-transaction ownership 20,359 .

Governance Assessment

Board effectiveness and engagement: Emory serves on all three key committees (Audit, Compensation, Nominating), evidencing broad engagement. Attendance met the ≥75% threshold; committee cadence (Audit 4x, Compensation 5x, Nominating 4x in FY2025) indicates ongoing involvement in oversight .
Independence and conflicts: Emory is independent; Audit Committee reviews related-party transactions per Item 404 and reported none since FY2025 inception; no family relationships or selection arrangements; strong insider trading, hedging, and pledging controls in place .
Incentive alignment: Director pay tilt toward equity ($160,003 equity vs $90,000 cash in FY2025; total $250,003), with one-year vesting and ownership guidelines (5x retainer) and retention requirements; Emory not listed among deferrals, suggesting immediate exposure to share price performance upon vesting .
Change-in-control terms: Director equity accelerates on change in control (single-trigger). While common for non-employee directors, investors may monitor for dilution or overuse; cash severance policies and clawbacks primarily address NEOs, not directors .
RED FLAGS: None identified in filings—no Item 404 related-party transactions; anti-hedging/pledging compliance; attendance ≥75%. Note single-trigger equity acceleration for directors and Emory’s external executive role (Novant Health) as areas to monitor for potential perceived conflicts if business dealings were to arise; currently, none disclosed .

Director Compensation Detail (FY2025 and FY2024)

Fiscal Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
FY2025	$90,000	$160,003	$250,003
FY2024	$85,000	$150,004	$235,004

Committee Memberships

Committee	Role	FY2025 Meetings
Audit	Member	4
Compensation	Member	5
Nominating & Corporate Governance	Member	4

Related-Party and Policy Controls

Item 404 transactions: None requiring disclosure; Audit Committee reviews/approves potential conflicts; compliance with conflict-of-interest policy reported .
Insider trading policy: Applies to directors; restricted trading periods; Rule 10b5-1 plan exceptions; no waivers granted in FY2025 .
Anti-hedging and anti-pledging: Prohibited; all directors in compliance as of proxy date .
Director equity plan: RSUs vest in one year; acceleration upon death, disability, retirement, or change in control; ability to defer under nonqualified plan .

Signals for Investors

Broad committee coverage and legal/governance background supports board effectiveness and risk oversight .
Compensation mix skewed to equity with strict ownership/retention requirements enhances alignment; attendance and policy compliance bolster investor confidence .
Monitor for any future business ties between SCSC and Novant Health or other Emory-affiliated organizations; none disclosed to date .