Dennis Polk
About Dennis Polk
Dennis Polk, age 58, is TD SYNNEX’s Hyve Solutions Executive and has served on the Board since 2012; he was President & CEO (Mar 2018–Sep 2021) and Executive Chair (Sep 2021–Aug 2023) before moving to his current role . Company performance context: FY2024 non‑GAAP net income was $1,011.9 million and Adjusted ROIC was 10.0% ; cumulative TSR since FY2021 start was 159.88 versus a peer index at 93.29 . Governance is currently separated (independent Chair Ann Vezina), which moderates dual‑role independence concerns raised by prior Executive Chair tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TD SYNNEX | Hyve Solutions Executive; Director | 2012–present | Leads hyperscale infrastructure solutions; brings distribution/operations expertise to Board . |
| TD SYNNEX | Executive Chair | Sep 2021–Aug 2023 | Oversaw post‑merger integration and governance during CEO transition . |
| TD SYNNEX | President & CEO | Mar 2018–Sep 2021 | Led strategic and operational execution through Concentrix spin and Tech Data transaction preparatory period . |
| TD SYNNEX | Chief Operating Officer | 2006–2018 | Drove global operations and margin discipline in core distribution . |
| TD SYNNEX | Chief Financial Officer | 2002 | Built finance foundation; risk and capital allocation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Concentrix (CNXC) | Director | Dec 2020–present | Joined Board at spin‑off; provides adjacent customer experience industry insights . |
| Terreno Realty (TRNO) | Director; Chair, Compensation Committee | Through 2025 AGM | Will not stand for re‑election at 2025 Annual Meeting . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 803,077 | 100.0% | 1,600,000 | MIP payout capped by program; metric weights tailored to Hyve . |
Time‑Based Equity (RSAs/RSUs)
| Grant Date | Instrument | Shares Granted (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Oct 15, 2024 | RSA | 15,965 | 1,899,995 | 33% per year over 3 years . |
| Oct 3, 2023 | RSA | 4,763 | 566,749 (MV at 11/29/24) | 33% per year . |
| Oct 4, 2022 | RSA | 2,630 | 312,944 (MV at 11/29/24) | 33% per year . |
| Jan 20, 2021 | RSA | 1,712 | 203,711 (MV at 11/29/24) | 20% annually over 5 years . |
| Sep 21, 2021 | RSA | 3,000 | 356,970 (MV at 11/29/24) | 20% annually over 5 years . |
| Jan 4, 2022 | RSA | 1,880 | 223,701 (MV at 11/29/24) | 20% annually over 5 years . |
2024 included a retention RSA (~$1,000,000 FV) to extend service beyond prior transition terms; vests 1/3 annually .
Performance Compensation
Annual Cash Incentive (MIP) – Structure and Outcomes (FY2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Business Unit Non‑GAAP Net Income | 60% | Not disclosed | Not disclosed | $960,000 | “Large” curve applied to Polk metrics . |
| Adjusted ROIC (Business Unit/Worldwide per role) | 40% | Not disclosed | Not disclosed | $640,000 | Acceleration capped at program limits . |
| Company Non‑GAAP Net Income (context) | — | $1,055mm | $1,012mm | 96% factor | Company metric informs other NEOs. |
| Company Adjusted ROIC (context) | — | 10.2% | 10.0% | 98% factor | Company metric informs other NEOs. |
| Total MIP Paid (Polk) | — | — | — | $1,600,000 | Aggregated across weighted metrics . |
Long‑Term Incentive (PRSU) – Design and Scale
| Grant (FY2024 LTI) | 75% Threshold (50% of target) | Target (100%) | Max (200%) | Performance Period | Metrics |
|---|---|---|---|---|---|
| PRSUs granted to Polk | 2,532 sh | 5,064 sh | 10,128 sh | 3 years ending Nov 30, 2026 | Non‑GAAP diluted EPS + Adjusted ROIC; sliding scale, capped at 200% . |
FY2022 LTI vesting examples were disclosed for certain NEOs; Polk’s earlier participation was limited due to transition terms, with FY2024 PRSUs active .
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Shares beneficially owned | 140,955 (includes 105,660 via revocable grantor trust) . |
| Rights to acquire within 60 days (options) | 58,256 . |
| Total considered ownership | 199,211; <1% of common stock . |
| Unvested RSAs/RSUs (at 11/29/24) | 29,950 shares . |
| Unearned PRSUs outstanding | 5,064 shares . |
| Stock options outstanding | 73,369 exercisable; 29,947 unexercisable . |
| Option exercise prices/tenors (examples) | $90.52 (exp 2031); $107.32 (exp 2031); $106.35 (exp 2032) . |
| 2024 equity realized | Options exercised: 74,741 for $4,702,699 value; stock vested: 23,761 for $2,587,070 value . |
| Hedging/pledging | Prohibited for directors/executives (policy) . |
| Ownership guidelines | Executives: lesser of 2× salary or $1,000,000; CEO: lesser of 2× (salary+target bonus) or $2,000,000 . |
Employment Terms
| Provision | No CIC Termination | CIC‑Related Termination (within 2 months before or 12 months after CIC) | Equity |
|---|---|---|---|
| Severance multiple (salary+bonus avg over prior 3 yrs) | 12 months continuation + up to 12 months COBRA . | 18 months + one month per year after 18th year (max 24) + up to 24 months COBRA . | 80% acceleration of unvested equity on non‑CIC termination (excludes LTI PRSUs and awards <3 months old) . |
| Potential payouts (illustrative at 11/30/24) | Salary: $2,508,031; Equity acceleration: $1,738,527; Benefits: $29,057; Total: $4,275,615 . | Salary: $4,598,056; Equity acceleration: $1,738,527; Benefits: $58,113; Total: $6,394,696 . | |
| Clawback | NYSE‑compliant recoupment; 3‑year lookback for restatements; MIP recoupment for misconduct/material misstatement . | ||
| Tax gross‑ups | None for CIC/change‑in‑control (policy) . | ||
| Non‑compete / non‑solicit | Company uses restrictive covenants in executive agreements; specific Polk non‑compete terms not disclosed in proxy . |
Board Governance
- Role: Director since 2012; currently also serves as Hyve Solutions Executive (non‑independent) .
- Board leadership/independence: Separate Chair/CEO; independent Chair (Ann Vezina); majority‑independent Board; committee memberships fully independent .
- Committee service: Polk is not listed as a member of Audit, Compensation, or Nominating and Corporate Governance Committees .
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2024 (exceptions noted for other directors) .
Director Compensation
- Non‑executive director program: $100,000 cash retainer; ~$185,000 annual restricted stock (moving to $110,000 cash and $210,000 equity from 2025); chair/chair‑committee retainers; quarterly vesting .
- Polk’s compensation is reported in the NEO Summary Compensation Table (not the Directors’ Compensation Table) given his executive status .
Compensation Peer Group (Benchmarking)
- FY2024 peer set used by Compensation Committee/Compensia: Arrow, Avnet, Cardinal Health, CDW, DXC, Flex, HPE, Insight Enterprises, Jabil, Western Digital; FY2025 adds Henry Schein, Ingram Micro, US Foods, Wesco; removes DXC and HPE .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support ~96% at the last Annual Meeting; committee mindful of strong support for pay‑for‑performance design .
Performance Compensation Details (Design Levers)
| Element | Metric | Weight | Targeting/Payout Curve | Notes |
|---|---|---|---|---|
| MIP (Polk) | BU Non‑GAAP Net Income | 60% | Large curve; threshold 70%→30% payout; up to 200% . | Tailored to Hyve execution. |
| MIP (Polk) | Adjusted ROIC | 40% | Large curve; threshold 70%→30% payout; up to 200% . | Capital efficiency focus. |
| LTI PRSUs | Non‑GAAP diluted EPS (3‑yr) | — | 75% threshold; 100% target; up to 166.7% formula; capped at 200% after ROIC adjustment . | EPS drives scale. |
| LTI PRSUs | Adjusted ROIC (3‑yr) | — | Adjusts EPS‑based vesting up/down; cap 200% total . | Ensures value creation discipline. |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; compensation program states “No hedging and pledging of Company securities by directors and executive officers” .
- No option repricing policy; capped payouts; clawback in place; diversified metrics reduce undue risk .
- Option activity indicates potential selling pressure tied to expirations and vesting: 2024 exercises of 74,741 options ($4.7m value) and 23,761 shares vested ($2.59m) .
- Related party dynamics: legacy Apollo rights terminated after 2024 secondary sales; MiTAC relationship disclosed with purchases/sales; not tied to Polk personally in proxy .
Equity Award and Vesting Schedule Summary (Polk)
| Award Type | Representative Grants | Vesting | Comments |
|---|---|---|---|
| Time‑based RSAs | 2019–2024 awards (see Fixed Compensation table) | 20% annually (pre‑Oct 2022) or 33% annually (post‑Oct 2022) . | 2024 includes ~$1m retention RSA . |
| PRSUs | FY2024 PRSUs: 5,064 target shares | 3‑yr performance (EPS + Adjusted ROIC); threshold at 75%; cap 200% . | Aligns with long‑term TSR and capital efficiency. |
| Stock Options | Multiple grants; $90.52, $107.32, $106.35 strikes; 2031–2032 expirations . | 20% at 1 year, then monthly over 4 years . | 73,369 exercisable; 29,947 unexercisable at FYE . |
Quantitative Summary (FY2024 NEO Snapshot for Polk)
| Metric | FY2024 |
|---|---|
| Salary ($) | 803,077 |
| Stock Awards ($) | 2,402,597 |
| Non‑Equity Incentive (MIP) ($) | 1,600,000 |
| All Other Compensation ($) | 44,366 |
| Total ($) | 4,850,040 |
Investment Implications
- Alignment: High variable pay tied to BU non‑GAAP net income and ROIC plus PRSUs linked to 3‑year EPS/ROIC supports pay‑for‑performance; clawback and no hedging/pledging are governance positives .
- Retention dynamics: 2024 retention RSA (~$1m) and sizable unvested equity (29,950 RSAs/RSUs; 5,064 PRSUs) increase cost of departure; severance provides 12–24 months salary+bonus continuation with equity acceleration terms—manageable but material .
- Trading signals: 2024 option exercises ($4.7m) and vesting ($2.6m) suggest periodic supply from mechanically driven events; monitor future vesting dates and blackout windows for flow timing .
- Governance/independence: Polk’s dual role risk is mitigated by an independent Chair and independent committees; committee membership excludes management, supporting board oversight of compensation .
- Benchmarking and shareholder support: Peer group practices and strong say‑on‑pay (~96%) indicate investor acceptance of structure; watch future adjustments to MIP/LTI metrics for tightening or loosening performance hurdles .