Stephen Jones
About Stephen Jones
Stephen T. Jones is Senior Executive Vice President and Chief Financial Officer of ScanSource, Inc., serving since December 14, 2020; he is 54 years old and previously held finance leadership roles at Blackbaud (International CFO, 2016–2020) and Lexmark International (2000–2016) . Under his tenure, fiscal 2025 results showed resilient execution: net sales “just over $3.0B” (-6.7% YoY), gross profit $408.6M (+2.4%), adjusted EBITDA $144.7M (+2.8%), gross margin +120 bps to 13.4% and adjusted EBITDA margin +45 bps to 4.76%; non-GAAP EPS rose 15.9% to $3.57 and free cash flow reached $104.1M (122% of non-GAAP net income), supported by disciplined cash management and SG&A reductions and $106.5M of repurchases . Say-on-pay support was strong at ~98% in December 2024, and the compensation program emphasizes pay-for-performance with anti-hedging/pledging and clawback policies in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackbaud, Inc. | International Chief Financial Officer | 2016–2020 | Led international finance for a leading cloud software company . |
| Lexmark International | Finance and management positions | 2000–2016 | Broad finance/management experience in imaging technologies; groundwork for operational rigor . |
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary ($) | 559,000 | Effective July 1, 2024. |
| Target Bonus (% of Salary) | 100% | MIP-based, capped at 200% of target . |
| Target Cash Incentive ($) | 559,000 | Set Aug 2024 . |
| Actual MIP Payout (% of Target) | 121% | Derived from Company metrics and individual goals . |
| Actual MIP Payout ($) | 676,390 | Awarded Aug 2025 . |
| Cyber Insurance Program Bonus ($) | 117,372 | Paid from insurance recoveries of FY2023 cyber attack . |
Performance Compensation
| MIP Component | Weight | Threshold | Target | Max | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Performance Award Adjusted EBITDA | 45% | $118.9M (30%) | $158.5M (100%) | $182.3M (200%) | $147.7M | 80% payout → 36% of target . |
| Free Cash Flow Conversion | 30% | 60% (30%) | 65% (100%) | 90% (200%) | 117% | 200% payout → 60% of target . |
| Individual Goals | 25% | 50% of factor at threshold | 100% of factor at target | — | 100% achieved | 25% of target . |
| Total MIP Payout | 100% | — | — | — | — | 121% of target . |
Notable FY2025 individual accomplishments for Jones: developed CFO and chief accounting officer succession planning; led M&A evaluation and integration; drove cash management and cost reductions (SG&A -3%, total costs -2.5%), improving EBITDA margins and profitability metrics .
FY2025 Equity Grants (Annual LTIs)
| Grant Date | Instrument | Target Shares | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 2024-08-30 | Time-based RSUs | 13,722 | 25% per year over 4 years | 698,999 |
| 2024-08-30 | PSUs – Normalized EPS with rTSR | 6,861 (of total PSUs) | 3-year cliff, EPS metrics FY25–FY26 + rTSR FY25–FY27 | 382,707 |
| 2024-08-30 | PSUs – Adjusted ROIC | 6,861 (of total PSUs) | 3-year cliff, ROIC metrics FY25–FY27 | 349,499 |
PSU metrics: Normalized EPS thresholds $2.69 (FY25) and relative progression in FY26; rTSR modifier 75%/100%/125% vs S&P 600 Tech Hardware & Equipment peer set; Adjusted ROIC thresholds 11.25%/13.5%/16.3% with linear interpolation .
Equity Ownership & Alignment
| Ownership Category | Detail |
|---|---|
| Beneficial Ownership | 45,383 shares; ownership <1% of outstanding (22,067,128 shares at Oct 3, 2025) . |
| Outstanding RSUs (Unvested) | 2,774 (8/27/21), 10,468 (8/26/22), 14,706 (8/25/23), 13,722 (8/30/24); market values at $41.81 per share shown in proxy . |
| Outstanding PSUs (Target, Unearned) | 9,421 (8/26/22), 19,607 (8/25/23), 13,722 (8/30/24); values disclosed at target . |
| Stock Options | None outstanding for Jones (CEO has legacy options) . |
| Anti-hedging & Anti-pledging | Company prohibits hedging and pledging; all NEOs in compliance . |
| Section 16(a) Compliance | All insiders timely filed; no delinquencies FY2025 . |
| Equity Award Policy | Annual grants; TBRSUs 4-year ratable; PSUs 3-year cliff; grant sizing policy updated in Aug 2025 to 10-day average price . |
Employment Terms
- Appointment and role: CFO employment letter dated November 16, 2020; effective December 14, 2020 .
- Non-compete/non-solicit: 2 years post-termination; confidentiality 5 years; similar scope across NEOs .
- Severance multiples: 1.5× “Average Compensation Amount” for involuntary termination not in connection with change in control; 2× in connection with change in control; pro-rata current-year bonus based on actual performance; health coverage continuation; equity acceleration terms per plan documents .
Potential Payments Table (Jones)
| Scenario | Severance ($) | Pro Rata Variable Comp ($) | Equity Accel – TBRSU ($) | Equity Accel – PSUs ($) | Medical ($) | Deferred Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 1,521,400 | 559,000 | — | — | 47,251 | 125,454 | 2,253,105 |
| Involuntary termination (with CIC) | 2,028,533 | 559,000 | 1,742,223 | 2,006,282 | 47,251 | 125,454 | 6,508,743 |
| Voluntary (no CIC) | — | 559,000 | — | — | — | — | 559,000 |
| Retirement | — | 559,000 | 1,742,223 | 2,006,282 | 47,251 | 125,454 | 4,480,210 |
| Death | — | 559,000 | — | — | — | — | 559,000 |
| Disability | — | 559,000 | — | — | — | — | 559,000 |
Clawback: Compensation Recovery Policy applies to incentive-based compensation received on/after Oct 2, 2023 in the event of required financial restatement; recovery regardless of fault .
Deferred comp/retirement: Eligible for nonqualified Deferred Compensation Plan with vesting mechanics and 401(k) match; ESPP participation eligible; limited perquisites; company-paid term life insurance ($1,000,000 subject to underwriting) .
Multi-Year Compensation (Summary Compensation Table Extract)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2025 | 559,000 | 117,372 | 1,431,205 | 676,390 | 72,197 | 2,856,164 |
| 2024 | 494,400 | 98,880 | 1,271,614 | 197,760 | 76,688 | 2,139,341 |
| 2023 | 480,000 | — | 1,192,277 | 456,000 | 82,285 | 2,210,561 |
Performance & Track Record
- FY2025 execution: Strength in margin expansion and cash conversion amid softer demand; SG&A reduced 3%, total costs down 2.5%; EBITDA margin improved, supporting higher incentive payouts .
- Capital allocation: Supported accretive acquisitions (Resourcive, Advantix) and $106.5M buybacks; targeted net leverage 1–2× adjusted EBITDA .
- Compensation governance: Program updated to include FCF conversion and individual performance goals; strong say-on-pay support (~98%) .
Compensation Peer Group (Benchmarking)
Peer set used by the Compensation Committee and Pearl Meyer includes Applied Industrial Technologies, Insight Enterprises, ePlus, PC Connection, Plexus, Sanmina, TTM Technologies, Zebra and others; used to calibrate role-based pay and plan design .
Risk Indicators & Governance Policies
- Anti-hedging and anti-pledging; all NEOs compliant .
- Clawback policy aligned with SEC/Nasdaq requirements .
- Section 16(a) compliance; no delinquent filings FY2025 .
- Double-trigger severance on change-in-control; no excise tax gross-ups; limited perquisites .
Investment Implications
- Pay-for-performance alignment appears strong: 121% MIP payout driven by superior FCF conversion (117%) and solid Adjusted EBITDA performance, plus robust PSU frameworks tied to Normalized EPS, ROIC and relative TSR—supportive of shareholder value creation incentives .
- Retention risk looks contained: meaningful unvested RSUs/PSUs with multi-year vesting and double-trigger CIC protection, plus 1.5×/2× severance multiples—reducing near-term departure risk but implying potential equity/bonus acceleration in separation scenarios .
- Alignment and trading signals: Jones holds shares and significant unvested equity; anti-pledging/hedging policy lowers misalignment risk; absence of disclosed options eliminates option-related overhang; continued emphasis on cash generation and disciplined M&A offers positive signals for execution quality .