Nayaki Nayyar
Director at SNX
Board
About Nayaki Nayyar
Nayaki Nayyar, age 54, has served as an independent director of TD SYNNEX since September 2021. She is Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Her background spans senior leadership roles in cybersecurity and enterprise software, with degrees in Mechanical Engineering (Osmania University) and Computer Science (University of Houston). The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Securonix, Inc. (private) | Chief Executive Officer; Director | Dec 2022 – Jul 2024 | Led private cybersecurity company |
| Ivanti, Inc. | President & Chief Product Officer | May 2020 – Oct 2022 | Enterprise IT security leadership |
| BMC Software, Inc. | President, Digital Service & Operations Management | Oct 2016 – Jul 2020 | Enterprise software operations |
| SAP SE | GM & Global Head, IoT Division | Jan 2016 – Oct 2016 | Built IoT business |
| SAP SE | SVP, Corporate Strategy | Mar 2011 – Dec 2011 | Strategy leadership |
| SAP SE | SVP, SAP Cloud for Customer Engagement | Jan 2012 – Dec 2015 | Cloud products leadership |
| Valero Energy Corp. | VP & CTO, Enterprise Architecture & Application Services | Aug 2000 – Feb 2011 | Technology leadership in energy |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Corteva, Inc. (NYSE: CTVA) | Director | Current | Audit; Governance & Compliance |
| Veritone, Inc. (Nasdaq: VERI) | Director | Oct 2018 – Dec 2022 | Board service in AI platform provider |
Board Governance
- Independence: The Board determined Nayyar has no material relationship with SNX and is independent; she also met heightened independence standards applicable to Compensation Committee members .
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Attendance: In FY2024, the Board held seven meetings; each director attended at least 75% of Board/committee meetings (except two Apollo directors with excused absences). Nayyar is not listed among exceptions, implying ≥75% attendance .
- Committee activity: Audit Committee met 11x; Compensation Committee 6x; Nominating & Corporate Governance Committee 4x in FY2024 .
- Executive sessions: Non-management directors meet in regular executive sessions without management .
- Overboarding control: SNX policy caps directors at no more than four other U.S.-listed public boards absent Board approval .
Fixed Compensation
| Component | Amount (FY2024) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Payable quarterly |
| Committee chair retainer (Nominating & Corporate Governance) | $20,000 | Payable quarterly in advance |
| Total cash fees reported | $120,000 | Matches base + chair fee |
| Annual equity retainer (RSAs) | $184,912 grant date fair value | Approx. $185,000 policy; vests quarterly |
| All other compensation (dividends on unvested RSAs) | $1,605 | Dividends on unvested RSAs |
| Total FY2024 director compensation | $306,517 | Sum of cash, equity, other |
- Effective at the 2025 Annual Meeting: annual cash retainer increases to $110,000; annual equity retainer increases to $210,000 (time-based, quarterly vesting); Compensation Committee chair retainer increases to $25,000 (Nominating chair remains $20,000) .
Performance Compensation
- No performance-based director awards are disclosed; annual director equity is time-based RSAs/RSUs vesting quarterly .
- Recoupment policy applies to incentive-based compensation for executives (NYSE-compliant clawback), not directors; MIP includes additional recovery triggers for executives .
Other Directorships & Interlocks
- Apollo nomination history: Under the 2021 Investor Rights Agreement, Nayyar was one of the initial “Apollo Directors.” Apollo’s rights included nomination and corporate opportunity waivers. Apollo fully exited in April 2024 via secondary offerings, terminating related rights and restrictions .
- Charter clean-up: 2025 proxy includes proposals to eliminate supermajority provisions and remove obsolete provisions linked to Apollo-era waivers, reducing legacy conflict optics .
Expertise & Qualifications
- Education: B.E. Mechanical Engineering (Osmania University); M.S. Computer Science (University of Houston) .
- Technical/industry expertise: Leadership across cybersecurity, enterprise software, IoT, cloud customer engagement, and corporate strategy; prior CTO experience in energy sector .
Equity Ownership
| Holder | Shares Beneficially Owned | Options/RSAs | Percent of Class |
|---|---|---|---|
| Nayaki Nayyar | 7,828 | Unvested RSAs: 391 | <1% |
- Ownership guideline: Directors requested to hold equity equal to at least 5x annual base retainer, with a five-year compliance window for directors elected after the 2020 Annual Meeting .
- Hedging/pledging: SNX policy prohibits hedging and pledging by directors and executive officers .
- No pledging or related-party holdings disclosed for Nayyar in the security ownership and related-party sections .
Governance Assessment
- Committee leadership and independence: Chairing Nominating & Corporate Governance and serving on Compensation adds meaningful oversight signals; she meets independence standards, including heightened criteria for Compensation Committee membership .
- Attendance/engagement: FY2024 attendance at or above 75% alongside active committee calendars (NCG 4x, Comp 6x) supports engagement .
- Pay mix and alignment: Cash fees ($120k) plus time-based equity ($184,912) with quarterly vesting and a robust director ownership guideline (5x base retainer) align director incentives with shareholders; dividends on unvested RSAs disclosed .
- Conflict optics reduced: Apollo’s 2024 exit and removal of legacy charter provisions mitigate prior corporate opportunity waiver concerns tied to Apollo Directors .
- Shareholder sentiment: Say-on-Pay support at ~96% last year indicates favorable governance/compensation posture, though this vote reflects executive pay rather than director pay .
- Overboarding risk: Company cap of four other boards; Nayyar’s current public board service at Corteva suggests low overboarding risk within policy limits .
Board Governance
| Committee | Members | FY2024 Meetings | Key Functions |
|---|---|---|---|
| Audit | Crusco (Chair, Financial Expert); Herh (Financial Expert); Pumilia (Financial Expert); Vezina | 11 | Financial reporting, internal controls, compliance oversight |
| Compensation | Lee (Chair); Nayyar; Saintil | 6 | Exec comp, equity plans, HCM risk, director comp recommendations |
| Nominating & Corporate Governance | Nayyar (Chair); Lee; Saintil | 4 | Board composition, governance policies, succession, ESG oversight |
- Board meetings: 7 in FY2024; non-management executive sessions held regularly .
Compensation Committee Analysis
- Composition: Hau Lee (Chair), Nayaki Nayyar, Merline Saintil; all independent under heightened NYSE/SEC standards; no related person transactions disclosed for committee members .
- Consultant: Compensia serves as independent advisor to the Compensation Committee; committee assessed and found no conflicts of interest .
- Peer group: Committee updated executive compensation peer group and made adjustments for FY2025 benchmarking (e.g., added Henry Schein, Ingram Micro) .
RED FLAGS (none found specific to Nayyar)
- No attendance shortfalls disclosed for Nayyar .
- No pledging/hedging by directors per policy; no Nayyar-specific exceptions disclosed .
- No related-party transactions involving Nayyar disclosed; Apollo-related rights terminated in 2024 .
Overall signal: Independent, engaged director with deep technology expertise and governance leadership; compensation structure and ownership policy align interests, and legacy Apollo interlock provisions have been unwound, reducing conflict optics .