David Vetter
About David Vetter
David Vetter, age 65, is Chief Legal Officer and Corporate Secretary of TD SYNNEX (SNX) and has served in this role since September 2021, overseeing global legal representation, compliance, governance processes, and Board communications . Company performance during his tenure includes FY2024 revenue of $58.45B, GAAP net income of $689.1M, and non-GAAP net income of $1,011.9M; cumulative TSR reached 159.88 by FY2024 (from a $100 base at FY2021 start), and adjusted ROIC was 10.0% in FY2024 . His FY2024 compensation was aligned to non-GAAP net income, adjusted ROIC, and long-term non-GAAP EPS and ROIC goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD SYNNEX | Chief Legal Officer & Corporate Secretary | Sep 2021–Present | Leads global legal/compliance; updates Board on material legal/regulatory matters; manages corporate governance and stockholder communications; supported adoption of NYSE-compliant recoupment policy and governance charter proposals . |
External Roles
None disclosed in the latest proxy for David Vetter .
Fixed Compensation
| Item (FY2024 unless noted) | Amount | Notes |
|---|---|---|
| Base Salary (paid FY2024) | $623,514 | As reported in Summary Compensation Table |
| Base Salary (as of Nov 30, 2024) | $649,000 | Role-level salary at fiscal year-end |
| Target MIP Bonus ($) | $527,788 | Committee-set target |
| Target Bonus (% of base) | 85.0% | Program design |
| Minimum/Maximum Bonus (% of base) | 25.5% / 170.0% | Payout curve limits (MIP cap $3.5M aggregate) |
| Actual MIP Bonus Paid | $509,843 | FY2024 payout |
| Perquisites/Other Compensation | $21,500 | $10,350 401(k) contributions; $11,150 dividends on unvested RSAs |
| Deferred Compensation Participation | None | Nonqualified plan maintained; no NEO participation |
| Pension/SERP | None | No defined benefit plan participation |
Performance Compensation
MIP metrics and payout (FY2024)
| Metric | Weighting | Target | Actual | Attainment | Payout % | Vetter Payout ($) |
|---|---|---|---|---|---|---|
| Non-GAAP Net Income | 70% | $1,055M | $1,012M | 96% | 96% | $354,673 |
| Adjusted ROIC | 30% | 10.2% | 10.0% | 98% | 98% | $155,170 |
| Total | — | — | — | — | — | $509,843 |
Notes: Threshold payout at 70% attainment is 30%; acceleration applies from 101% attainment; maximum payout is 200% per metric, subject to $3.5M aggregate cap .
FY2024 Equity Grants and Vesting Design
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting / Performance |
|---|---|---|---|---|
| Time-based RSUs | 10/15/2024 | 7,562 | $899,954 | Time-based RSUs/RSAs generally vest 33% annually over three years |
| PRSUs (FY2024 LTI) – Target | 2/7/2024 | 3,699 | $367,126 | Three-year performance period to 11/30/2026; vesting based on cumulative non-GAAP diluted EPS with ROIC modifier; 50%–200% of target; minimum threshold 75% |
LTI outcomes for prior grant: FY2022 LTI settled at 92% target achievement; Vetter vested 3,250 PRSUs (from 3,538 target) . FY2024 vesting/settlement will depend on future performance .
Equity Ownership & Alignment
| Ownership/Equity Status | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 68,776 | Less than 1% of outstanding shares; no right to acquire within 60 days disclosed |
| Unvested RSUs (count; market value) | 14,972; $1,781,518 | By grant dates: 3/31/2022 (2,654), 10/4/2022 (1,028), 10/3/2023 (3,728), 10/15/2024 (7,562) |
| Unearned PRSUs (count; payout value) | 10,789; $1,283,783 | FY2022/2023/2024 programs at measurement date |
| Options (exercisable/unexercisable) | None disclosed for Vetter | No option rows for Vetter |
| Stock Ownership Guidelines | Lesser of 2× base salary or $1,000,000 (CEO has higher threshold); performance RSUs excluded; time-based RSUs count | Compliance status not disclosed |
| Hedging/Pledging | Prohibited for directors and executive officers; Insider Trading Policy restricts hedging and monetization | |
| Value realized on vesting (FY2024) | 4,277 shares; $491,905 | Vesting value during FY2024 |
Employment Terms
| Scenario | Cash Severance | Equity | Benefits | Notes |
|---|---|---|---|---|
| Termination without cause or for good reason – with Change of Control | $2,423,840 salary continuation | Not shown for Vetter | $56,975 COBRA reimbursement | Eligibility window: 2 months before to 12 months after CoC; duration tied to service per program for named officers |
| Termination without cause or for good reason – no Change of Control | Not eligible for program benefits (for named officers outside CoC) | — | — | Compensation/benefits through date of termination only |
Clawback and recoupment: NYSE-compliant Incentive Compensation Recoupment Policy requires recovery of excess incentive-based compensation upon a material restatement; MIP authorizes recovery for fraud/misconduct or materially inaccurate financial results over prior 36 months .
Performance & Track Record (Company Context)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| GAAP Net Income ($MM) | 395.1 | 651.3 | 626.9 | 689.1 |
| Non-GAAP Net Income ($MM) | 595.7 | 1,147.9 | 1,053.6 | 1,011.9 |
| Cumulative TSR (Initial $100) | 133.45 | 133.63 | 130.68 | 159.88 |
Additional FY2024 operating metrics: Revenue $58,452,436, operating income $1,194,211, adjusted ROIC 10.0% .
Investment Implications
- Pay-for-performance alignment: Vetter’s FY2024 bonus and LTI are tied to non-GAAP net income, adjusted ROIC, and multi-year non-GAAP EPS/ROIC, with capped payouts and NYSE-compliant clawback—supporting disciplined incentives and reduced undue risk .
- Retention risk: Unvested RSUs (14,972 shares) and unearned PRSUs (10,789 shares) represent meaningful deferred equity, while change-of-control cash severance provides protection but no disclosed automatic equity acceleration for Vetter—balanced retention profile .
- Alignment safeguards: Hedging/pledging prohibitions and stock ownership guidelines (2× salary or $1,000,000) strengthen alignment; compliance status for Vetter is not disclosed in the proxy .
- Governance support: As Corporate Secretary, Vetter underpins governance processes and the Board’s legal/compliance oversight; FY2024 say-on-pay support was ~96%, suggesting shareholder endorsement of compensation design .
Overall, compensation metrics, clawback provisions, and ownership policies indicate high alignment with shareholder value drivers (EPS, ROIC, TSR). Limited disclosure of guideline compliance and no option holdings minimize pledging/hedging risk signals but reduce leverage-based upside; watch quarterly vesting calendars for potential selling pressure related to time-based RSUs/PSUs .