Vernon Nagel
Director at SCSC
Board
About Vernon J. Nagel
Independent director of ScanSource, Inc. since August 2023; age 67. Former Chair & CEO of Acuity Brands with deep operating, finance, and M&A experience; designated by the Board as an “audit committee financial expert.” Serves on Audit, Compensation, and Nominating & Corporate Governance committees. The Board has determined Nagel is independent under SEC and Nasdaq standards. Attendance: each incumbent director attended at least 75% of Board/committee meetings in FY2025 (Board met 6 times; committees met 13 times).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acuity Brands, Inc. | Executive Chair | Feb 2020 – Dec 2020 | Guided transition after long CEO tenure; continued strategic oversight |
| Acuity Brands, Inc. | Chair & Chief Executive Officer | Sep 2004 – Jan 2020 | Drove tech introductions, organic/M&A expansion, and productivity initiatives |
| Acuity Brands, Inc. | President | Aug 2005 – Aug 2019 | Executive leadership over operations and growth |
| Acuity Brands, Inc. | Vice Chair & Chief Financial Officer | Jan 2004 – Aug 2004 | Finance leadership; capital allocation |
| Acuity Brands, Inc. | EVP & Chief Financial Officer | Dec 2001 – Jan 2004 | Financial strategy and controls |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southwire Company, LLC (private) | Director | Current | Leading wire/cable provider |
| The Azek Company Inc. (NYSE: AZEK) | Director | Nov 2021 – Jul 2025 | Sustainable outdoor products; concluded service Jul 2025 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (SEC/Nasdaq) |
| Committee assignments | Audit; Compensation; Nominating & Corporate Governance (member; not chair) |
| Financial expert | Board-designated “audit committee financial expert” |
| Attendance | All incumbents ≥75% of combined Board/committee meetings; Board met 6x; committees 13x in FY2025 |
| Board leadership | CEO serves as Chair; Peter C. Browning is Lead Independent Director with defined responsibilities |
| Executive sessions | Non-management directors met regularly in executive session in FY2025 |
| Anti-hedging/pledging | Company prohibits hedging and pledging; directors in compliance as of proxy date |
| Related-party transactions | None required to be reported under Item 404 since start of FY2025; Audit Committee oversees conflicts policy |
Fixed Compensation
| FY2025 Director Cash Fees | Amount ($) |
|---|---|
| Annual retainer | 90,000 |
| Chair/Lead premiums (if applicable) | N/A (not a chair/lead) |
| Total cash fees | 90,000 |
Notes: Non-employee director cash retainer policy is $90,000; additional retainers: Lead Independent Director $70,000; Committee Chair fees: Audit $25,000, Compensation $20,000, Nominating & Corporate Governance $15,000. Directors may elect to receive cash fees in shares.
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|---|
| Aug 30, 2024 | RSUs | 3,141 | $50.94 | $160,003 | Vests in Aug 2025 (1-year) | Elected to defer FY2025 equity grant |
Metrics: Director equity is time-based only; no performance metrics or options. Annual equity grant value framework = $160,000 (FY2025 under 2021 plan; future grants under 2024 plan; FY2026 shares determined by 10-day average closing price).
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Southwire Company, LLC | Director | No disclosed SCSC related-party dealings; Audit Committee monitors conflicts |
| The Azek Company Inc. | Director (ended Jul 2025) | No disclosed SCSC related-party dealings; ended service prior to current proxy year |
Expertise & Qualifications
- Former public-company Chair/CEO/CFO with extensive M&A, strategy, and operating experience; adds financial and accounting expertise to SCSC board deliberations.
- Board-designated audit committee financial expert; strengthens audit oversight and internal control rigor.
- Experience leading technology- and distribution-adjacent businesses, aligning with SCSC’s converging solutions strategy.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 11,593 shares (<1.0%) as of Oct 3, 2025 record date |
| Unvested RSUs (as of Jun 30, 2025) | 3,141 RSUs |
| Deferred RSUs (cumulative) | 3,141 RSUs (FY2025 grant deferred) |
| Director ownership guideline | 5× annual cash retainer ($90k) = $450k required; all directors in compliance as of FY2025 year-end |
| Hedging/Pledging | Prohibited; directors in compliance as of proxy date |
Governance Assessment
- Board effectiveness and expertise: Nagel is a multi-committee independent director and audit committee financial expert, bringing CEO/CFO experience that supports oversight of risk, controls, and capital allocation.
- Alignment and incentives: Director pay mix is balanced between cash ($90k) and equity ($160k), with one-year RSUs and ownership guideline of 5× cash retainer; Nagel deferred his RSUs, indicating long-term alignment.
- Independence and conflicts: No related-party transactions disclosed; all directors in compliance with anti-hedging/pledging policies; Section 16(a) filings were timely for FY2025.
- Attendance and engagement: Board met 6 times; committees 13 times; incumbents met ≥75% attendance; non-management directors met in executive session regularly.
- Shareholder sentiment: Say-on-pay received ~98% approval in Dec 2024, indicating strong support for compensation governance broadly.
- Watch items: The Board maintains no mandatory retirement age or term limits but conducts annual performance and governance evaluations to manage refreshment.