Rachel Hayden
Chief Information Officer at SCSC
Executive
About Rachel Hayden
Rachel A. Hayden is Senior Executive Vice President and Chief Information Officer at ScanSource (SCSC), serving since June 7, 2021; age 49, with prior CIO experience at Just Born and senior IT leadership at Berry Global . Under Hayden’s tenure, company performance in FY2025 included gross profit growth to $408.6M (+2.4% YoY), adjusted EBITDA of $144.7M (+2.8% YoY), and non‑GAAP EPS of $3.57 (+15.9% YoY) alongside strong free cash flow conversion (117% of non‑GAAP net income) . Cumulative total shareholder return on a $100 base (June 30, 2021 start) reached $174 by FY2025, highlighting equity value creation during her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Just Born, Inc. | Chief Information Officer | 2016–2021 | Led enterprise IT; CIO responsibilities in consumer goods context |
| Berry Global | Senior Director, IT; Global Business Systems (and other leadership roles) | ~5 years (prior to 2016) | Led global business systems; scaled enterprise IT and integration capabilities |
External Roles
- Not disclosed in proxy materials .
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 361,000 | 371,830 | 406,000 |
| Target Bonus (% of Base) | 75% | 75% | 75% (raised from prior disclosed percentage; confirmed in FY2025 table) |
| Target Cash Incentive ($) | 270,750 | 278,873 | 304,500 |
| Actual MIP Cash Incentive ($) | 206,150 | 89,239 | 368,445 |
| Supplemental Cyber Insurance Bonus ($) | — | 44,620 | 53,062 |
| All Other Compensation ($) | 48,830 | 44,865 | 50,159 |
| Total Compensation ($) | 974,651 | 933,104 | 1,335,282 |
Notes:
- FY2025 MIP design weights: 45% Adjusted EBITDA, 30% Free Cash Flow Conversion, 25% individual goals; awards capped at 200% of target .
- FY2025 bonus payout was ~121% of target for NEOs based on metric attainment and individual goals .
Performance Compensation
| Metric | Weight | Threshold | Target | Max | Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Performance Award Adjusted EBITDA (FY2025, $mm) | 45% | 118.9 | 158.5 | 182.3 | 147.7 | 80% of target portion; straight‑line interpolation |
| Free Cash Flow Conversion (%) | 30% | 60% | 65% | 90% | 117% | 200% of target portion |
| Individual Goals (qualitative) | 25% | Threshold=50% of 25% | Target=100% of 25% | N/A | Achieved 100% | Succession planning; M&A IT due diligence and integration; cybersecurity maturity assessment and remediation |
Equity Awards (Structure and FY2025 Grants)
| Grant Date | Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 8/30/2024 | Time‑Based RSUs | 4,387 | 223,474 | 25% per year over 4 years, service-based | N/A |
| 8/30/2024 | Performance‑Based RSUs (EPS PSU) | Target 2,194 (half of 4,388) | 122,381 (portion) | Cliff vest on 3rd anniversary, service + performance | Normalized EPS over FY2025–FY2026; rTSR modifier over FY2025–FY2027 (75%/100%/125% bottom/median/top quartile) |
| 8/30/2024 | Performance‑Based RSUs (ROIC PSU) | Target 2,194 (half of 4,388) | 111,762 (portion) | Cliff vest on 3rd anniversary, service + performance | Adjusted ROIC annual targets FY2025–FY2027; thresholds 11.25%, target 13.5%, max 16.3% |
Additional equity policy features:
- Grant timing under Equity Award Grant Policy; future awards use 10‑day average price for share count determination; change in control accelerates vesting with double‑trigger termination; death/disability/retirement acceleration as specified .
- FY2023 performance awards for NEO cohort earned 45% (EPS 35% with no rTSR impact; ROIC 55%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,944 shares as of Oct 3, 2025 (<1%) |
| Unvested Time‑Based RSUs | 1,214 (8/27/2021), 3,149 (8/26/2022), 4,424 (8/25/2023), 4,387 (8/30/2024) |
| Outstanding Performance‑Based RSUs (at target) | 2,834 (8/26/2022), 5,899 (8/25/2023), 4,388 (8/30/2024) |
| Options (exercisable/unexercisable) | None disclosed for Hayden |
| Pledging/Hedging | Prohibited; all executives in compliance |
| Ownership Guidelines | CEO‑specific guideline (3x salary) and director guidelines; executive officer guideline not disclosed for Hayden |
Deferred compensation participation:
- FY2025 executive deferral $70,699, company match $21,210; aggregate balance $466,638 .
Employment Terms
| Term | Details |
|---|---|
| Employment start | Employment letter effective June 7, 2021; role: Senior EVP & CIO |
| Severance multiple | 1.5× Average Compensation Amount; 2.0× upon change‑in‑control with double trigger |
| Bonus on termination | Pro‑rata annual bonus based on actual performance |
| Benefit continuation | Up to 24 months medical/dental participation (employee pays full premium), per plan terms |
| Equity treatment | Acceleration for time‑based and performance units upon double‑trigger termination in change in control; retirement eligibility requires age ≥55 and 10+ years of service |
| Restrictive covenants | Non‑compete 2 years; non‑solicit of customers/suppliers/employees 2 years; confidentiality 5 years post‑employment |
Illustrative FY2025 termination scenario values (company disclosure tables):
- Involuntary termination (no CIC): Severance $936,289; pro‑rata bonus $304,500; equity acceleration $550,805 (time‑based) and $615,529 (performance‑based); medical coverage $51,133; deferred comp $83,979; total $1,375,901 .
- Involuntary termination in connection with CIC: Severance $1,248,385; pro‑rata bonus $304,500; equity acceleration $550,805 and $615,529; medical $51,133; deferred comp $83,979; total $1,605,946 .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales ($B) | ~3.2 (implied; prior year before 6.7% decline) | Just over $3.0 (−6.7% YoY) |
| Gross Profit ($M) | 399.0 (implied; +2.4% to 408.6) | 408.6 (+2.4% YoY) |
| Gross Margin (%) | 12.2% | 13.4% (+120 bps YoY) |
| Adjusted EBITDA ($M) | 140.7 | 144.7 (+2.8% YoY) |
| Adjusted EBITDA Margin (%) | 4.31% (implied) | 4.76% (+45 bps YoY) |
| Non‑GAAP EPS ($) | 3.08 (implied; +15.9% to 3.57) | 3.57 (+15.9% YoY) |
| Free Cash Flow Conversion (%) | N/A | 117% |
| TSR (Value of $100 from 6/30/2021) | 184 | 174 |
Hayden’s FY2025 accomplishments tied to payout include CIO succession planning, M&A technical due diligence and integration (Advantix and Resourcive), and cybersecurity maturity assessment with remediation .
Compensation Governance and Say‑on‑Pay
| Item | Details |
|---|---|
| Say‑on‑Pay approval (Dec 2024) | ~98% approval; strong investor support |
| Compensation Committee | Chair: Elizabeth O. Temple; Members: Peter C. Browning, Frank E. Emory, Charles A. Mathis, Vernon J. Nagel, Dorothy F. Ramoneda, Jeffrey R. Rodek |
| Consultant | Pearl Meyer; determined independent |
| Peer group (comp benchmarking) | Representative tech distributors and industrials (e.g., Insight Enterprises, ePlus, Brady, Zebra Technologies, Sanmina, Plexus) |
| Clawback | Compensation Recovery Policy (post‑10/2/2023) aligned with SEC/Nasdaq rules |
| Anti‑pledging/anti‑hedging | Prohibited; compliant |
| Perquisites | Limited (e.g., annual physicals); relocation benefits as applicable |
| Section 16(a) compliance | No delinquent insider filings in FY2025 |
Risk Indicators & Red Flags
- No hedging or pledging permitted for executives; policy compliance reduces misalignment risk .
- Double‑trigger change‑of‑control required for cash severance; no excise tax gross‑ups; mitigates windfall risk .
- Strong clawback policy covering erroneously awarded incentive compensation on restatement .
- No related‑party transaction concerns disclosed for executives .
Equity Award Vesting & Potential Selling Pressure
- Time‑based RSUs vest annually over four years; performance‑based units cliff‑vest at year three, creating predictable vesting events that may coincide with 10b5‑1 trading plans (policy updated for cooling‑off periods and overlapping plan restrictions) .
- Form 4 transaction details and 10b5‑1 plans for Hayden are not provided in proxy; anti‑hedging/pledging policies and restricted trading windows mitigate near‑term selling pressure risk absent unusual events .
Compensation Structure Analysis
- Shift to RSUs with 50/50 mix of time‑ and performance‑based awards aligns pay with long‑term EPS and ROIC outcomes, plus rTSR modifier to calibrate payouts by market performance .
- FY2025 MIP adds Free Cash Flow Conversion alongside Adjusted EBITDA and individual goals, improving cash discipline linkage to bonuses .
- FY2025 NEO bonus payouts increased vs FY2024 (121% vs 60%), reflecting stronger cash conversion and individual objectives; illustrates responsive, performance‑tied cash incentive design .
Investment Implications
- Alignment: High proportion of performance‑based PSUs tied to Normalized EPS and Adjusted ROIC, plus FCF‑linked annual incentives, supports pay‑for‑performance and cash discipline under Hayden’s CIO remit (cyber resilience, integration of acquired platforms) .
- Retention risk: Material unvested RSUs and double‑trigger CIC severance (2× Average Compensation Amount), with two‑year non‑compete/non‑solicit, reduce near‑term departure risk; FY2025 termination scenarios show significant equity and cash protections if separation occurs .
- Trading signals: Watch RSU vesting cycles (annual and 3‑year cliffs) and policy‑compliant 10b5‑1 updates for potential scheduled sales; anti‑pledging/hedging and restricted windows limit opportunistic selling risk .
- Execution: FY2025 operational achievements in cybersecurity, M&A integration, and succession planning, alongside improved margins and FCF conversion, support durable IT governance and cash generation, bolstering confidence in incentive metric attainment .