Ann Vezina
Chair of the Board at SNX
Board
About Ann Vezina
Ann Vezina, age 62, is the independent Chair of the Board at TD SYNNEX (SNX). She has served on the Board since February 2017, was Lead Independent Director from September 2021 to August 2023, and became Chair in September 2023 . She previously held senior operating and HR roles in the BPO/IT services industry (Xerox Business Services; Affiliated Computer Services) and began her career with an 18-year tenure at EDS; she holds a B.S. in Business Administration from Central Michigan University . The Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Business Services, LLC | Corporate Vice President, Human Resources | 2013–2015 | Senior HR leadership for a large workforce in workplace/document services |
| Xerox Business Services, LLC | Corporate Vice President & Chief Operations Officer | 2010–2013 | COO for operations in workplace solutions/document management |
| Affiliated Computer Services, Inc. (ACS) | EVP & Group President, Commercial Solutions | Pre-2010 (prior to Xerox acquisition) | Executive leadership in IT services prior to acquisition by Xerox |
| Electronic Data Systems (EDS) | Roles of increasing responsibility | 18 years | Enterprise IT operations and client delivery experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Concentrix Corporation (CNXC) | Director | Current (date not specified) | Chair of Nominating & Corporate Governance; member of Compensation Committee |
Board Governance
- Role and independence: Chair of the Board; Board separates CEO and Chair roles, with an independent Chair (Vezina) presiding over Board and stockholder meetings and managing Board–management–stockholder relationships . The Board has determined she is independent .
- Committee assignments: Member, Audit Committee (Audit Committee held 11 meetings in FY2024) . She is not listed as a member of the Compensation Committee or the Nominating & Corporate Governance Committee in FY2024 .
- Attendance and engagement: The Board held seven meetings in FY2024; each director (other than two Apollo-affiliated directors with excused absences) attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions and risk oversight: Non-management directors meet in regular executive sessions; as Chair, Vezina presides over a risk oversight framework where the CISO briefs the Board at least semi-annually and committee chairs report to the full Board .
- Governance enhancements under current Board leadership: 2025 proxy seeks stockholder approval to eliminate supermajority voting requirements, remove obsolete provisions (including Apollo-era waivers), and create a stockholder right to call special meetings—measures aligned with governance best practices .
- Say-on-Pay signal: Prior year Say-on-Pay received approximately 96% support, indicating strong investor endorsement of compensation governance .
Fixed Compensation
| Component | Amount/Structure | FY/Effective | Notes |
|---|---|---|---|
| Annual Cash Retainer (Director) | $100,000 | FY2024 | Payable quarterly |
| Board Chair Cash Retainer | $150,000 | FY2024 | Payable quarterly; in addition to director retainer |
| Annual Equity Retainer (RSAs) | ~$185,000 | FY2024 | Time-based RSAs vest quarterly; no options granted to non-exec directors |
| Ann Vezina – Cash Fees | $250,000 | FY2024 | Sum of director + Chair retainers |
| Ann Vezina – Stock Awards (Grant-date FV) | $184,912 | FY2024 | Grant-date fair value (ASC 718) |
| Ann Vezina – All Other Compensation | $1,605 | FY2024 | Primarily dividends on unvested RSAs |
| Ann Vezina – Total Director Compensation | $436,517 | FY2024 | Sum of above |
| Forward changes (effective at 2025 Annual Meeting) | Cash retainer to $110,000; equity retainer to $210,000; Comp Chair retainer to $25,000 | 2025 | Structural increases; equity grant timing mechanics specified |
Performance Compensation
| Metric | Weighting | Used in Director Pay? | Notes |
|---|---|---|---|
| None (Director equity is time-based) | N/A | No | Non-executive directors receive time-vested RSAs; no performance-conditioned metrics; no option grants to directors |
SNX’s performance metrics (non-GAAP net income, Adjusted ROIC, etc.) apply to executives via the MIP and PRSUs, not to director compensation .
Other Directorships & Interlocks
| Company | Role/Committee | Interlock/Notes |
|---|---|---|
| Concentrix Corporation (CNXC) | Director; Chair Nominating & Corporate Governance; member Compensation | Interlock: SNX director Dennis Polk also serves on Concentrix’s Board, enhancing network ties between SNX and CNXC boards . |
- Related-party exposure context: The proxy discloses significant related-party transactions with MiTAC Holdings (5.7% owner) for inventory/services, but these are not tied to Vezina personally; MiTAC-affiliated director Matthew Miau retired in March 2024 . Apollo fully exited in April 2024, ending Apollo rights and waivers .
Expertise & Qualifications
- Core expertise: Large-scale operations, HR leadership, and BPO/IT services (Xerox Business Services; ACS); multi-decade operating background at EDS .
- Governance: Experienced independent Board leader; current independent Chair at SNX; governance committee leadership at CNXC .
- Education: B.S. in Business Administration, Central Michigan University .
- Audit oversight: Current Audit Committee member at SNX, indicating financial literacy expectations for this committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 3, 2025) | 4,856 shares (<1% of outstanding) |
| Unvested Stock Awards (as of Nov 30, 2024) | 391 RSAs |
| Options | None outstanding for non-executive directors |
| Ownership Guideline | Directors requested to hold ≥5x annual base retainer in common stock (vested or unvested); 5-year period for new directors after 2020 Annual Meeting |
| Hedging/Pledging | Company prohibits hedging and pledging by directors and executive officers |
Governance Assessment
-
Strengths
- Independent Chair separate from CEO; robust risk oversight cadence with CISO briefings; active use of executive sessions .
- Strong investor support on Say-on-Pay (~96%) and proactive charter/governance reforms (eliminate supermajority; add special meeting rights; remove obsolete Apollo provisions) .
- Transparent director pay structure weighted to equity with quarterly vesting; no director option grants; ownership guideline encourages alignment; hedging/pledging prohibited .
- Audit Committee service signals engagement on financial reporting and controls; committee met 11 times in FY2024; all directors met ≥75% attendance thresholds (with two excused exceptions not including Vezina) .
-
Watch items / potential conflicts
- Board interlock with Concentrix (Vezina as director/chair of N&CG at CNXC; SNX director Dennis Polk also on CNXC board); no related-party transactions disclosed between SNX and CNXC, but interlocks warrant monitoring for information flow and potential conflicts if strategic transactions arise .
- Significant related-party transactions exist with MiTAC Holdings (supplier/customer); not linked to Vezina, but remain an issuer-level governance consideration .
- Director compensation increases effective 2025 Annual Meeting (cash and equity) should be monitored for alignment and peer benchmarking; the company cites periodic review by independent consultant Compensia .
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Red flags
- None material disclosed specific to Vezina (no related-party transactions, loans, or pledging; no option repricings; committee independence standards met) .