Jeffrey Rodek
Director at SCSC
Board
About Jeffrey R. Rodek
Independent director at ScanSource (SCSC), age 72, serving since May 2020. Rodek brings over 40 years of leadership across logistics, enterprise software and technology solutions, including CEO/Chair experience and senior operating roles; he is designated an Audit Committee Financial Expert and serves on all three standing board committees (Audit; Compensation; Nominating & Corporate Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyperion Solutions Corporation | Chair & Chief Executive Officer | Oct 1999 – Apr 2007 | Led enterprise software growth; governance oversight experience |
| Ingram Micro Corporation | President & Chief Operating Officer | 1995 – 1999 | Logistics/technology distribution operations; performance leadership |
| Accretive, LLC | Senior Advisor; Executive Partner | Jul 2007 – Dec 2009 | Strategy and governance advisory |
| The Ohio State University, Fisher College of Business | Senior Lecturer | Jul 2007 – May 2018 | Business education; leadership development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tensility Venture Partners | Executive Network Advisor; Limited Partner | Since Oct 2017 | AI-focused venture investing; strategic networks |
| Highgift AI Corporation | Director | Since Jan 2025 | Board service at AI company |
Board Governance
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance; not a chair of any committee per committee roster .
- Independence: Board determined Rodek is independent under SEC and Nasdaq standards; all standing committee members are independent .
- Audit Committee Financial Expert: Board designated Rodek as an “audit committee financial expert” and all Audit Committee members meet Nasdaq financial sophistication .
- Meetings and attendance: Board met 6 times and committees met 13 times in fiscal 2025; each incumbent director attended at least 75% of aggregate Board/committee meetings; non-management directors met regularly in executive session .
- Service on other boards: Company guideline limit is ≤4 public company boards and ≤3 public company audit committees; all directors were in compliance as of the proxy date .
- Risk oversight: Committee structure assigns financial/reporting/internal control and cybersecurity oversight to Audit; compensation risk and succession to Compensation; governance and independence to Nominating & Corporate Governance .
Fixed Compensation
| Component | Amount/Detail | Fiscal Year/Date | Notes |
|---|---|---|---|
| Annual cash retainer (Director) | $90,000 | FY2025 | Standard for non-employee directors |
| Committee chair retainers | Not applicable to Rodek | FY2025 | Audit Chair $25k; Compensation Chair $20k; Nominating Chair $15k (Rodek is not chair) |
| Fees earned or paid in cash | $90,000 | FY2025 | As reported in Director Compensation Table |
Performance Compensation
| Award Type | Grant Date | Shares / Fair Value | Vesting | Deferral Elections | Plan/Terms |
|---|---|---|---|---|---|
| Restricted Stock Units (annual equity retainer) | Aug 30, 2024 | 3,141 RSUs; $160,003 grant-date fair value at $50.94 close | Vests Aug 2025; accelerated on death, disability, retirement, or change in control; forfeiture if other termination unless Board determines otherwise | Director may elect to defer equity under Nonqualified Deferred Compensation Plan; Rodek has elected deferral historically | Granted under 2021 Plan (FY2025); future grants under 2024 Plan; FY2026 grants use 10-day average price methodology |
| Equity retainer structure | Annual target $160,000 | Determined by stock price at grant | Time-based vesting only (no performance metrics) | Allowed | Policy update adopted Aug 2025 |
In fiscal 2025 the Board approved increases to annual cash and equity retainers payable to directors .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Conflict Notes |
|---|---|---|---|
| Highgift AI Corporation | Director | Not disclosed as public | No related-party transactions requiring Item 404 disclosure; none for Compensation Committee members (including Rodek) since beginning of FY2025 |
| Tensility Venture Partners | Advisor/LP | Private VC | No Item 404 related-party disclosures |
- Compensation Committee interlocks: None; during FY2025, no executive of SCSC served on boards/comp committees of entities where their executives served on SCSC’s Board/Compensation Committee .
Expertise & Qualifications
- Industry and functional expertise: Logistics, enterprise software, technology solutions; performance improvement and governance strategy; designated Audit Committee Financial Expert .
- Board skills: Financial sophistication (Audit), executive compensation oversight (Compensation), governance/succession planning (Nominating & Corporate Governance) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey R. Rodek | 29,993 | <1.00% | Beneficial ownership as of Oct 3, 2025; determination includes rights exercisable/settling by Dec 2, 2025 |
| Unvested RSUs (as of Jun 30, 2025) | 3,141 | N/A | Each non-employee director held 3,141 unvested RSUs |
| Deferred RSUs (cumulative) | 16,900 | N/A | Total deferred RSUs elected by Rodek across applicable fiscal years |
| Ownership guideline status | In compliance (Board-wide) | N/A | Directors must hold ≥5x annual cash retainer and retain 50% of net shares until compliant; all directors in compliance at end of FY2025 |
| Hedging/Pledging | Prohibited; compliant | N/A | Anti-hedging and anti-pledging policies in effect; directors in compliance as of proxy date |
Governance Assessment
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Strengths:
- Independence and breadth of committee service; designation as Audit Committee Financial Expert supports financial reporting oversight quality .
- Attendance threshold met; active executive sessions indicate robust independent oversight culture .
- Ownership alignment via strong director stock ownership/retention policy; Board-wide compliance; hedging/pledging barred .
- No related-party transactions requiring disclosure; no compensation committee interlocks; reduces conflict risk .
- Transparent director pay structure with modest cash retainer and time-based equity; policy refinement to average-price grants reduces grant timing risk .
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Watch items / potential red flags:
- No mandatory retirement age or term limits; relies on annual evaluations for refreshment—monitor tenure balance and skill mix over time .
- Combined Chair/CEO structure; mitigated by a defined Lead Independent Director role, but still a governance preference consideration for some investors .
- Service on other public boards is permitted up to four; maintain oversight should Rodek expand public-board commitments to avoid overboarding risk (currently Board-wide compliance) .
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Shareholder sentiment signal: Prior say-on-pay received ~98% support at Dec 2024 meeting, indicating strong investor confidence in compensation governance framework .