Peter Browning
Lead Independent Director at SCSC
Board
About Peter C. Browning
Peter C. Browning (age 84) is ScanSource’s Lead Independent Director (since February 2019) and has served on the Board since June 2014. He is a nationally recognized governance expert, former Dean of the McColl School of Business (Queens University of Charlotte), and Managing Partner of board-advisory firm Peter Browning Partners. He is designated an “independent” director under Nasdaq/SEC rules and an Audit Committee Financial Expert. His tenure on SCSC’s board is 11+ years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Can Company, Inc. | Executive officer | Not disclosed | Senior operating leadership experience |
| National Gypsum Company | Executive officer | Not disclosed | Senior operating leadership experience |
| Sonoco Products Company | Executive officer | Not disclosed | Senior operating leadership experience |
| McColl School of Business, Queens University of Charlotte | Dean | 2002–2005 | Academic leadership, governance education impact |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peter Browning Partners (board advisory) | Managing Partner | 2009–present | Board governance advisory practice |
| National Association of Corporate Directors (NACD) | B. Kenneth West Lifetime Achievement Award | 2023 | Recognized for board leadership and governance impact |
| NACD Directorship 100 | Honoree | 2011–2012 | Governance influence recognition |
Board Governance
- Roles and independence:
- Lead Independent Director; responsibilities include presiding over independent director sessions, liaising between independent directors and the Chair/CEO, reviewing agendas, and availability to major shareholders for consultation. Independent under Nasdaq/SEC standards.
- Committees:
- Audit Committee (member) and designated Audit Committee Financial Expert.
- Compensation Committee (member).
- Nominating & Corporate Governance Committee (Chair).
- Attendance and engagement:
- The Board met 6 times; committees met 13 times in FY2025. Each incumbent director attended at least 75% of Board and applicable committee meetings. Non-management directors met regularly in executive session.
- Related-party and conflicts:
- No Item 404 related-party transactions since the beginning of FY2025; Audit Committee reviews potential conflicts annually.
- Anti-hedging/pledging:
- Directors prohibited from hedging or pledging company stock; all directors in compliance as of the proxy date.
Fixed Compensation (Director)
| Item | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $70,000 | Additional annual retainer for LID |
| Nominating & Corporate Governance Committee Chair retainer | $15,000 | Additional annual retainer for committee chair |
| Total cash fees (FY2025) | $175,000 | Matches Director Compensation Table for Browning |
- FY2025 Director Compensation Table shows Peter C. Browning: Fees Earned/Paid in Cash $175,000; Stock Awards $160,003; Total $335,003.
Performance Compensation (Director)
| Grant date | Instrument | Units | Grant-date closing price | Grant-date fair value | Vesting | Notes |
|---|---|---|---|---|---|---|
| 8/30/2024 | RSUs | 3,141 | $50.94 | $160,003 | Vests in Aug 2025 | Annual director equity; service-based, not performance-based |
| — | Deferred RSUs (cumulative, all applicable years) | 25,900 | — | — | Per deferral terms | Browning elected to defer FY2025 annual equity and has 25,900 deferred RSUs outstanding over applicable years |
- Equity structure: Non-employee director equity is time-based (one-year vest); no performance metrics apply. Equity retainers granted under 2021 plan in FY2025; moving to 2024 plan thereafter.
- As of June 30, 2025, each non-employee director had 3,141 unvested RSUs (reflecting the FY2025 grant).
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| GMS, Inc. | Director | 2014–2024 | Board leadership roles across career (various) |
| Acuity Brands, Inc. | Director | 2001–2021 | Board leadership roles (various) |
| Enpro Inc. (EnPro Industries, Inc.) | Director | 2001–2015 | Board leadership roles (various) |
| Lowe’s Companies, Inc. | Director | 1997–2014 | Board leadership roles (various) |
| Nucor Corporation | Director | 1999–2015 | Board leadership roles (various) |
| The Phoenix Companies, Inc. | Director | 1988–1999; 2000–2009 | Board leadership roles (various) |
| Wachovia Corporation | Director | 2002–2008 | Board leadership roles (various) |
- Compensation Committee interlocks/insider participation: None requiring disclosure; no cross-board interlocks with SCSC executives.
Expertise & Qualifications
- Governance authority with 14+ public boards; experience as non-executive Chair, Lead Director, and Chair of Audit/Compensation/Nominating committees; co-author of “The Directors Manual: A Framework for Board Governance.”
- Audit Committee Financial Expert designation, contributing to financial oversight.
- Leadership/education: Former Dean (McColl School of Business, 2002–2005).
- NACD recognition: Directorship 100 (2011–2012); B. Kenneth West Lifetime Achievement Award (2023).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 29,593 | As of record date table in proxy |
| Ownership as % of shares outstanding | ~0.13% | 29,593 / 22,067,128 shares outstanding on Oct 3, 2025 |
| Unvested RSUs (as of 6/30/2025) | 3,141 | FY2025 grant pending vest in Aug 2025 |
| Deferred RSUs (cumulative, all applicable years) | 25,900 | Elected deferral of annual director equity grants |
| Shares pledged as collateral | Prohibited; in compliance | Anti-pledging policy; all directors compliant |
| Hedging of company stock | Prohibited; in compliance | Anti-hedging policy |
| Director stock ownership guideline | 5x annual Board cash retainer | Applies to all directors |
| Guideline compliance status | In compliance (all directors at FY2025-end) | Company disclosure |
Governance Assessment
- Board effectiveness and independence: Browning serves as Lead Independent Director with defined powers (agenda input, executive sessions, shareholder access), chairs Nominating & Governance, and sits on Audit and Compensation—supporting robust independent oversight. He is also designated an Audit Committee Financial Expert. Attendance met expectations (≥75%).
- Alignment and incentives: Director pay mix balanced (FY2025: $175,000 cash; $160,003 equity), implying approximately 52% cash / 48% equity, with equity time-based (one-year) vesting and option/hedging/pledging risks mitigated by policy. Ownership guideline of 5x cash retainer and compliance by all directors strengthens alignment.
- Conflicts and red flags: No related-party transactions disclosed for FY2025; no compensation committee interlocks; anti-hedging/pledging policies in force and complied with—low conflict risk signals.
- Shareholder sentiment and engagement: Company reports ~98% Say-on-Pay approval at Dec 2024 annual meeting and engages shareholders representing >60% of shares outstanding—supportive of governance and pay practices.
- Refreshment considerations: The Board has no mandatory retirement age but conducts annual evaluations; Browning’s deep governance experience is a strength, while continued attention to board refreshment remains a standard best-practice consideration.
Overall signal: Strong independent oversight profile (Lead Independent Director, Audit financial expert), clear committee leadership, solid meeting attendance, stringent anti-hedging/pledging policies, and ownership guidelines—all supportive of investor confidence. No related-party or interlock concerns disclosed.