Kathleen Crusco
Director at SNX
Board
About Kathleen Crusco
Independent director since September 2023; age 59. Former CFO/COO in enterprise software with deep audit and finance expertise; currently chairs SNX’s Audit Committee and is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kony, Inc. | Chief Financial Officer | Dec 2017 – Jan 2020 | Led finance for cloud-based digital app/low-code platform provider |
| Epicor Software Corp. | EVP, COO, and CFO | May 2007 – Nov 2017 | Senior operating and financial leadership at global ERP software company |
| Polycom | VP Finance | Jan 2002 – May 2007 | Finance leadership at global communications company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calix, Inc. (NYSE: CALX) | Director | Not disclosed | Chair of Audit Committee; member of Strategic Committee |
| Various privately held software companies | Director | Not disclosed | Board service (names not disclosed) |
Board Governance
- Independence: Determined independent by the Board under NYSE standards .
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert .
- Audit Committee activity: 11 meetings in FY2024; scope includes oversight of financial reporting, internal control, ethics/compliance, and major risk exposures; regular executive sessions with CFO, CAO, Internal Audit, independent auditor .
- Board attendance: Board held 7 meetings; all directors (except two who had excused absences) attended at least 75% of Board and committee meetings; executive sessions of non-management directors are held regularly .
- Overboarding policy: Directors limited to no more than four other public company boards without Board approval; Nominating Committee assessed time commitments and found no nominee requiring removal for overboarding .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $126,250 | Includes base director retainer ($100,000) and Audit Chair retainer ($35,000) prorated as applicable |
| Stock Awards (grant-date fair value) | $184,912 | Annual restricted stock grant; vests quarterly by fiscal quarters |
| All Other Compensation | $1,962 | Dividend value on unvested RSAs |
| Total | $313,124 | Sum of components |
- Director program structure (FY2024): Annual cash retainer $100,000; annual equity retainer ~$185,000; Audit Chair $35,000; paid quarterly .
- Effective upon 2025 Annual Meeting: cash retainer increases to $110,000; annual equity retainer increases to $210,000 .
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-based RSAs/RSUs vesting quarterly; no new stock options granted to non-executive directors in FY2024 .
Other Directorships & Interlocks
| Company | Relationship to SNX | Potential Interlock/Conflict |
|---|---|---|
| Calix, Inc. | External board seat (Audit Chair) | No related-party transactions with Calix disclosed in SNX proxy; related-party section focuses on MiTAC and Apollo entities |
Expertise & Qualifications
- Financial leadership: Former CFO/COO at Epicor; CFO at Kony; VP Finance at Polycom—supports role as Audit Chair and financial expert .
- Industry recognition: Named to Women Inc.’s 2019 Most Influential Corporate Board Directors .
- Technology/software domain experience: Cloud/SaaS, ERP, unified communications, cybersecurity software .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 2,490 shares | Less than 1% of outstanding shares |
| Unvested stock awards | 391 shares | RSAs outstanding as of Nov 30, 2024 |
| Ownership guidelines | 5x annual base retainer in stock/options; 5-year window for directors elected after 2020 | Measured at each Annual Meeting; compliance status not disclosed |
- Hedging/pledging: Company prohibits hedging and pledging by directors and executive officers .
Governance Assessment
- Strengths: Independent director with deep CFO/finance background; chairs an active Audit Committee with broad risk oversight and regular engagements with finance, internal audit, and independent auditor—supports board effectiveness and investor confidence . Equity-heavy director pay aligns interests with shareholders; transparent retainer structure and scheduled increases keep market competitiveness .
- Alignment: Holds equity via RSAs and beneficially owned shares; subject to ownership guidelines (5x retainer) with a defined compliance window—framework promotes alignment, though actual compliance status not disclosed .
- Conflicts/related party exposure: Proxy’s related-party section does not identify transactions involving Crusco; oversight processes require Audit Committee review/approval of any related-person transactions—mitigates conflict risk .
- Risk indicators: No hedging/pledging permitted; no director stock option grants in FY2024; strong prior Say-on-Pay support (96%) reflects shareholder confidence in compensation governance, albeit focused on executives . No disclosed attendance or overboarding red flags; board limit policy in place and enforced .
- Watch items: Share ownership appears modest by share count relative to guideline, but value and compliance assessment are made at Annual Meeting and include unvested equity—status not disclosed . Dual audit leadership (SNX and Calix) increases time demands but remains within SNX policy; Nominating Committee reviewed overboarding and raised no concerns .