Merline Saintil
Director at SNX
Board
About Merline Saintil
Merline Saintil (age 48) has served as an independent director of TD SYNNEX since September 2021, bringing deep operating experience across product, technology, and business functions at major technology companies. She holds a B.S. in Computer Science (Florida A&M) and an M.S. in Software Engineering Management (Carnegie Mellon), is NACD/SEI-certified in Cybersecurity Oversight, and completed Stanford Directors’ College and Harvard Business School executive education . The Board has determined she is independent under NYSE standards and meets heightened independence standards for compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Change Healthcare | Chief Operating Officer, R&D-IT | Apr 2019 – Feb 2020 | Technology operations leadership |
| Intuit | Head of Operations, Product & Technology | Nov 2014 – Aug 2018 | Product and technology operations |
| Yahoo!, PayPal, Adobe, Joyent, Sun Microsystems | Technology and business executive | Not disclosed | Senior roles across product/tech; contributed operating expertise |
External Roles
| Company | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Rocket Lab USA (RKLB) | Director; Lead Independent Director | Since Jun 2021 | Chair, Nominating & Corporate Governance |
| GitLab (GTLB) | Director | Since Oct 2020 | Compensation Committee member |
| Symbotic (SYM) | Director | Since Jun 2022 | Chair, Nominating & Governance; Compensation Committee member |
| Banner Corp (BANR) | Former Director | Mar 2017 – May 2022 | Not disclosed |
| Alkami Technology (ALKT) | Former Director | Oct 2020 – Dec 2022 | Not disclosed |
| Lightspeed Commerce (LSPD) | Former Director | Aug 2020 – Dec 2022 | Not disclosed |
| Evolv Technologies (EVLV) | Former Director | Jan 2021 – Jan 2025 | Not disclosed |
Board Governance
| Committee | Role | Meetings in FY2024 | Notes |
|---|---|---|---|
| Compensation | Member | 6 | Committee retains independent consultant; oversees HCM, compensation risk; Saintil signed 2024 CD&A Report as member |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, independence, succession, and Corporate Citizenship |
| Board Attendance | Director | Board met 7 times; ≥75% attendance for all directors | “Each director… attended at least 75% of the meetings” in FY2024 |
| Independence | Director | Independent | Board determined Saintil is independent under NYSE and for Comp Committee service |
| Ownership Guidelines | Director | 5x annual base retainer (request) | 5-year period to meet for directors initially elected after 2020 Annual Meeting |
| Hedging/Pledging | Director | Prohibited | Insider Trading Policy prohibits hedging/monetization, short-term/margin/short sales, and trading puts/calls |
Fixed Compensation
| Component (FY2024 for Non-Exec Directors) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $100,000 |
| Equity Retainer (grant date fair value) | ~$185,000 |
| Committee Chair Fees (if applicable) | Comp Chair $20,000; Audit Chair $35,000; NCG Chair $20,000 |
| Policy Changes Effective 2025 Annual Meeting | Cash retainer → $110,000; Equity retainer → $210,000 |
| Merline Saintil – FY2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (grant date fair value) | $184,912 |
| All Other Compensation | $1,605 |
| Total | $286,517 |
Performance Compensation
| Element | Detail |
|---|---|
| Annual Restricted Stock Grant | Valued at ~$185,000 for FY2024; increased to $210,000 starting with 2025 Annual Meeting |
| Grant Valuation & Timing | Number of shares based on closing price after appointment/election; post-2025 Annual Meeting, based on April 15 closing price or next trading day (blackout exceptions apply) |
| Vesting | Vests quarterly based on fiscal quarters |
| Performance Metrics | None for directors; awards are time-based (no TSR/financial metrics disclosed for director equity) |
Other Directorships & Interlocks
- The Board’s “overboarding” limit: no more than four other public company boards without express approval; Saintil currently serves on three (RKLB, GTLB, SYM), within policy .
- Compensation Committee interlocks: the company reports no related person transactions with Comp Committee members and confirms heightened independence standards are met (including for Saintil) .
Expertise & Qualifications
- Technology operations leadership across Fortune 500 and high-growth tech (Intuit, Change Healthcare, Yahoo, PayPal, Adobe, Joyent, Sun) .
- Cybersecurity oversight certification (NACD/SEI) and board governance training (Stanford Directors’ College; HBS exec ed), supporting risk oversight and cyber governance .
- Active governance roles externally (Lead Independent Director; NCG Chair; Compensation Committee member), indicating strong committee effectiveness and governance orientation .
Equity Ownership
| Holder | Shares Beneficially Owned | Rights to Acquire within 60 days | Total | Ownership % |
|---|---|---|---|---|
| Merline Saintil | 5,748 | 0 | 5,748 | <1% |
| Outstanding Unvested Stock Awards (as of Nov 30, 2024) | Shares |
|---|---|
| Merline Saintil | 391 |
- Board equity ownership guideline: request to hold equity equal to at least 5x annual base retainer; five-year period to meet for post-2020 electees (compliance status for individual directors not disclosed) .
Insider Trades (Alignment and Activity)
| Date (oldest → newest) | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2024-07-31 | Sale | 117 | $118.95 | 5,982 | |
| 2024-09-04 | Sale | 117 | $115.16 | 5,865 | |
| 2024-12-04 | Sale | 117 | $122.51 | 5,748 | |
| 2025-03-04 | Sale | 117 | $132.96 | 5,631 | |
| 2025-04-15 | Equity Award (director grant) | 2,035 | $0 | 7,666 | |
| 2025-11-03 | Sale (Rule 10b5-1 plan) | 336 | $155.79 | 7,330 |
- The 11/03/2025 sale was executed under a Rule 10b5-1 plan adopted on 08/02/2025, indicating pre-arranged trading to mitigate information asymmetry concerns .
Governance Assessment
- Committee effectiveness: Active member of Compensation and Nominating & Corporate Governance committees; both committees met multiple times in FY2024 (Comp: 6; NCG: 4), and compensation oversight incorporates independent consultants, clawback policies, equity holding guidelines, and hedging prohibitions, supporting robust risk controls .
- Independence and conflicts: Board determined Saintil is independent, meets heightened independence standards, and the company reports no related person transactions involving Compensation Committee members—reducing conflict risk .
- Attendance and engagement: Board met seven times in FY2024, and all directors (except two with excused absences) attended ≥75% of Board/committee meetings; no attendance concerns identified for Saintil .
- Pay structure and alignment: Director equity retainer (grant-date fair value ~$185,000) exceeds cash retainer ($100,000) in FY2024, with increases to $210,000 and $110,000 respectively effective after the 2025 Annual Meeting, and quarterly vesting—promoting ongoing alignment while avoiding performance-linked metrics that could bias oversight .
- Ownership and trading: Beneficial ownership is modest (<1%) with ongoing RSAs/RSUs; insider sales were small and include transactions under a 10b5-1 plan, which mitigates timing risk. No pledging or hedging permitted under company policy, which is a positive alignment signal .
- External board load: Three other public boards keep her within TD SYNNEX’s overboarding limit, and her roles (Lead Independent Director; NCG Chair; Comp member) enhance governance perspectives but warrant ongoing capacity monitoring given multiple committee commitments .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance. Insider sales appear pre-planned and modest, reducing concern; nonetheless, continued monitoring of trading patterns and equity ownership relative to the 5x retainer guideline is prudent .