Shana Smith
Chief Legal Officer at SCSC
Executive
About Shana Smith
Shana C. Smith is Senior Executive Vice President and Chief Legal Officer (CLO) of ScanSource, Inc., appointed in February 2023; she is age 52 per the 2025 proxy and previously served as VP, General Counsel and Corporate Secretary at NII Holdings (2015–2023) after earlier legal leadership roles there . Her fiscal 2025 base salary was $495,000, with a management incentive plan (MIP) payout of 121% of target ($449,213), versus ~60% for NEOs in fiscal 2024; fiscal 2024 base salary was $420,000 with a 75% target bonus . Compensation is anchored to pay-for-performance through cash incentives tied to non-GAAP operating results and multi-year performance share units (PSUs) on Normalized EPS and Adjusted ROIC, subject to an rTSR modifier, with strict anti-hedging/pledging and a clawback policy (effective Oct 2, 2023) . Fiscal 2025 accomplishments for Smith included CLO succession planning, M&A legal due diligence and contract optimization (reviewed over 1,500 supplier/partner agreements), supporting value creation and operational risk management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NII Holdings, Inc. | Vice President, General Counsel & Corporate Secretary | 2015–2023 | Led legal function for multi-country wireless operator, governance and corporate secretary duties |
| NII Holdings, Inc. | Vice President, Legal & Assistant Secretary | ~5 years prior to GC role | Legal leadership across compliance, corporate, and transactional work |
External Roles
- The proxy provides executive biographies but does not disclose other public company board service for Smith; no external directorships are listed in executive officer disclosures .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $420,000 | $495,000 |
| Target Bonus (% of Base) | 75% | 75% |
| MIP Payout vs Target (%) | 60% (for currently employed NEOs) | 121% |
| Actual Cash Incentive ($) | — | $449,213 |
Performance Compensation
Annual Cash Incentive (MIP)
- Design: Percentage of base salary earned based on non-GAAP operating results vs pre-set threshold and stretch goals; individual goal factor applied; fiscal 2025 payout averaged 121% vs 60% in fiscal 2024 for NEOs .
- Smith’s FY25 MIP: Base $495,000; Target 75% ($371,250); Payout 121%; Cash award $449,213 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| MIP (non-GAAP operating results) | n/a | $371,250 | $449,213 | 121% | Cash, annual |
Long-Term Incentives (RSUs & PSUs) – Grants
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Time-Based RSUs (# of shares) | 6,662 | 7,852 |
| Performance-Based RSUs/PSUs (# of shares) | 6,663 | 7,853 |
- RSUs vest 25% per year over four years from grant date; PSUs cliff-vest on third anniversary subject to performance .
PSU Metrics and rTSR Modifier (FY 2024 Awards)
| FY 2024 Normalized EPS PSU Metrics | Threshold | Target | Max |
|---|---|---|---|
| FY2024 Normalized EPS | $4.00 | $4.21 | $4.84 |
| FY2025 Normalized EPS | 95% of target | FY2024 actual + 8% | 115% of target |
| rTSR Modifier (to EPS PSU payout) | Bottom Quartile | Median (2nd/3rd Quartile) | Top Quartile |
|---|---|---|---|
| Multiplier | 75% | 100% | 125% (capped overall at 200%) |
| FY 2024 Adjusted ROIC PSU Metrics | Threshold | Target | Max |
|---|---|---|---|
| Each FY (2024–2026) | 4.5% + WACC | 6.0% + WACC | 8.0% + WACC |
PSU Metrics (FY 2025 Awards)
| FY 2025 Normalized EPS PSU Metrics | Threshold | Target | Max |
|---|---|---|---|
| FY2025 Normalized EPS | $2.69 | $3.58 | $4.30 |
| FY2026 Normalized EPS | 75% of target | FY2025 actual + 8% | 120% of target |
| rTSR Modifier (to EPS PSU payout) | Bottom Quartile | Median (2nd/3rd Quartile) | Top Quartile |
|---|---|---|---|
| Multiplier | 75% | 100% | 125% (overall capped at 200%) |
| FY 2025 Adjusted ROIC PSU Metrics | Threshold | Target | Max |
|---|---|---|---|
| Adjusted ROIC (FY2025–FY2027) | 11.25% | 13.5% | 16.3% |
- PSU weightings: 50% Normalized EPS, 50% Adjusted ROIC for both FY2024 and FY2025 awards; cliff vest at 3 years, total earned capped at 200% of target .
- FY2022 PSU results (context): Certain NEOs earned 165% aggregate (EPS 200%, ROIC varying by year); included to illustrate payout calibration and rTSR influence; not specific to Smith .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Nov 27, 2023 | — | * (<1%) |
| Oct 4, 2024 | 23,793 | * (<1%) |
| Oct 3, 2025 | 5,875 | * (<1%) |
- Anti-hedging and anti-pledging: Officers and directors prohibited from pledging or holding shares in margin accounts and from hedging; all NEOs/directors in compliance as of proxy dates .
- Stock ownership guidelines explicitly apply to CEO (3x base salary, 50% net shares retention); no specific multiple disclosed for other executives .
Outstanding Equity Awards (as of June 30, 2024)
| Grant | Type | Not Vested (#) | Market Value ($) |
|---|---|---|---|
| 6/1/2023 | Time-Based RSUs | 9,801 | $434,282 |
| 8/25/2023 | Time-Based RSUs | 6,662 | $295,193 |
| 8/25/2023 | PSUs (Unearned) | 6,663 | $295,238 |
- Vesting schedules: RSUs vest ratably over four years beginning on grant; PSUs cliff vest at three years subject to performance; option vesting schedules apply to pre-2021 grants but Smith held RSUs/PSUs, not options .
- FY2024 stock vested: Smith had 3,266 shares vest, with $154,906 value realized; no options exercised .
Employment Terms
Restrictive Covenants
- Non-compete and non-solicit: Two years post-termination; confidentiality: five years post-termination as of fiscal 2025 disclosures (two years in fiscal 2024 proxy) .
Severance & Change-in-Control Economics (Latest)
| Scenario | Severance ($) | Pro Rata Variable Comp ($) | Equity Acceleration – Time-based ($) | Equity Acceleration – Performance-based ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary Termination (not in connection with CIC) | $1,143,125 | $371,250 | — | — | $1,514,375 |
| Involuntary Termination in connection with CIC (double trigger) | — | $371,250 | $810,403 | $633,717 | $1,815,370 |
| Retirement (≥55 years, ≥10 yrs service) | — | $371,250 | $810,403 | $633,717 | $1,815,370 |
| Voluntary Termination (no CIC) | — | $371,250 | — | — | $371,250 |
- Earlier severance schedule (FY2023 reference): “Before CIC” severance $1,027,500; “After CIC” severance $1,370,000; pro rata bonus $285,000; time-based equity acceleration $386,261; total ranges $699,107 to $2,069,107 depending on scenario .
- Double-trigger policy for cash severance upon change in control; no excise tax gross-ups; limited perquisites .
Clawback Policy
- Compensation Recovery Policy requires recoupment of erroneously awarded incentive compensation upon accounting restatement, applicable to compensation “received” on or after Oct 2, 2023 .
Performance & Track Record
- FY2025 individual achievements: CLO succession plan, 3-year growth plans for legal team, M&A legal diligence and negotiation, and review/optimization of >1,500 supplier/partner contracts .
- Pay-for-performance alignment: Large portion of compensation contingent on operating results and equity with multi-year PSU metrics, rTSR modifier, and clawback provisions .
Compensation Structure Analysis
- Increased base pay: Smith’s base rose from $420,000 (FY2024) to $495,000 (FY2025), with unchanged 75% target bonus; FY2025 MIP payout stepped up to 121% vs 60% in FY2024, indicating stronger performance vs plan year-over-year .
- Equity mix: Balanced 50/50 between time-based RSUs and PSUs in FY2024 and FY2025 grants, maintaining risk-based performance exposure via Normalized EPS and Adjusted ROIC with an rTSR governor .
- Governance protections: Anti-hedging/pledging; clawback policy; double-trigger for CIC; no tax gross-ups; these policies mitigate shareholder-unfriendly practices .
Equity Ownership & Alignment (Detail)
- Ownership decreased from 23,793 shares (Oct 4, 2024) to 5,875 shares (Oct 3, 2025); still <1% ownership, with ongoing unvested RSUs/PSUs creating alignment over multi-year periods .
- No pledging or hedging; executives in compliance per the proxy .
Employment Terms (Additional)
- Pro rata bonus on termination: Employment arrangements provide for payment of pro rata current-year annual variable compensation based on actual performance .
- Equity acceleration: Time-based and performance-based equity accelerate upon CIC with qualifying termination (“double trigger”); certain retirement provisions also allow acceleration subject to age/service thresholds .
Investment Implications
- Pay-for-performance calibration appears robust: FY2025 MIP at 121% and multi-year PSUs tied to Normalized EPS and Adjusted ROIC with rTSR guardrails support alignment to value creation; governance policies (clawback, anti-pledge/hedge, double-trigger CIC) reduce risk of misaligned incentives .
- Retention risk is moderate: Two-year non-compete/non-solicit and meaningful unvested RSUs/PSUs (e.g., 9,801 RSUs from 6/1/2023 and FY2024/FY2025 grants) create stickiness; severance economics are defined and not excessive (no tax gross-ups), limiting outsized parachute risk .
- Insider selling pressure: No options exercised and modest stock vesting value realized in FY2024 ($154,906) suggests limited near‑term selling pressure from option exercises; anti-pledge/hedge policy further reduces technical supply risk .
- Execution leverage: Smith’s FY2025 achievements in M&A diligence and contract optimization speak to operational risk management and margin/ROIC support; monitoring PSU achievement vs FY2025–FY2027 thresholds (EPS and ROIC) is key for forecasting equity-based compensation outcomes and potential share delivery .