Patrick Zammit
About Patrick Zammit
Patrick Zammit, 58, is President and CEO of TD SYNNEX (SNX) and joined the Board on September 1, 2024 after serving as COO (Jan–Aug 2024) and President, Europe & APJ (2021–2023). He previously held senior leadership roles over >20 years at Avnet (Global President, Technology Solutions; EMEA President; European CFO) and began his career at Arthur Andersen; he holds the French equivalent of a master’s in business administration from ESLSCA Business School . Under his first year of leadership transition, FY2024 company performance included revenue of $58.45B, non-GAAP net income of $1.012B, and 10.0% adjusted ROIC, with FY2024 TSR since FY2021 base rising to 159.88 (cumulative) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TD SYNNEX | President & CEO; Director | 2024–present | Leads global strategy and operations across all technologies/geographies; managed CEO transition |
| TD SYNNEX | Chief Operating Officer | 2024 | Coordinated business strategy to drive profitable growth and accelerate adoption of strategic technologies globally |
| TD SYNNEX | President, Europe & APJ | 2021–2023 | Regional leadership following Tech Data merger |
| Tech Data | President, Europe | 2017–2021 | Led European business post-acquisition of Avnet Technology Solutions |
| Avnet | Global President, Technology Solutions; President EMEA Electronic Marketing; European CFO; other roles | 1993–2017 | Global P&L leadership, EMEA operations/finance, executive board member |
| Arthur Andersen | Senior Consultant | pre-1993 | Consulting foundation |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Zammit in the proxy |
| Other public/private/non-profit boards | Not disclosed |
Fixed Compensation
| Component | FY2024 detail | Notes |
|---|---|---|
| Base salary (paid FY2024) | $732,949 | Reflects role transitions during FY2024 |
| New CEO base salary (as of 11/30/2024) | $1,000,000 | Per CEO offer letter effective Sept 1, 2024 |
| Target annual bonus (MIP) FY2024 | $1,204,259 | Target scaled with roles held during year |
| Say-on-Pay support | ~96% approval at prior annual meeting | Indicates strong shareholder support of comp design |
Performance Compensation
Annual cash incentive (MIP) – FY2024 design and outcome
| Metric | Weighting | FY2024 Target | FY2024 Actual | Attainment | Payout attribution |
|---|---|---|---|---|---|
| Worldwide Non-GAAP Net Income | 70% | $1,055M | $1,012M | 96% | $809,263 |
| Adjusted ROIC | 30% | 10.2% | 10.0% | 98% | $354,052 |
| Total MIP paid | – | – | – | – | $1,163,315 |
Program notes:
- Payout curves: threshold at 70% attainment (30% payout) up to 200% max (curves-defined) . Aggregate MIP payout capped at $3.5M per fiscal year .
- Clawbacks: NYSE-compliant 3-year recoupment for financial restatements; additional MIP clawback for fraud/materially inaccurate results (36 months lookback) .
Long-term equity (LTI) structure and grants
| Award type | Grant date | Target/amount | Vesting/performance |
|---|---|---|---|
| PRSUs (FY2024 LTI) | 2/7/2024 | 9,623 target units; 4,811 at 75% threshold; up to 19,246 at 200% | 3-year cliff; vest on cumulative non-GAAP diluted EPS formula (75%–166.7%) with adjusted ROIC modifier; 0–200% payout; service condition through period |
| Time-based RSUs | 10/15/2024 | 29,762 shares ($3,541,976 grant-date fair value) | 33% per year over 3 years on grant anniversary |
Recent LTI settlement (prior cycle ending FY2024):
- For FY2022 LTI cycle, non-GAAP EPS achieved 92% of target; Zammit vested 3,970 PRSUs out of 4,322 target .
Additional design notes:
- No options granted in FY2024 (company-wide) .
- Annual PRSUs generally awarded in February; time-based RSUs in October; grants timed to open trading windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 2/3/2025) | 165,604 shares; <1% of outstanding |
| Unvested time-based stock awards (as of FY2024 YE) | 40,038 shares; $4,764,122 market value (at $118.99 close) |
| Unearned PRSUs outstanding (as of FY2024 YE) | 19,197 units; $2,284,251 payout value (at $118.99 close) |
| Options (exercisable/unexercisable) | None for Zammit (no outstanding options listed) |
| Hedging/pledging | Prohibited for directors and executive officers per policy |
| Stock ownership guidelines | CEO guideline: hold lesser of 2×(base + target bonus) or $2,000,000; excludes unvested RSUs/options/PRSUs |
Implications:
- Significant scheduled annual RSU vesting (three-year ratable) plus a 3-year PRSU cliff creates predictable vest windows that can add periodic insider selling pressure if shares are sold upon vesting .
Employment Terms
| Provision | CEO Offer Letter (6/19/2024; effective 9/1/2024) | Notes |
|---|---|---|
| Base salary | $1,000,000 | 60/40 split of annual equity between time-based and performance-based RSUs (approx. $5,000,000 at grant) |
| Target bonus | 2.0× base salary | Based on Compensation Committee-approved metrics |
| Severance (no change of control) | 12 months of pay at the greater of: (i) average of last 3 years’ base+bonus (or shorter tenure average) or (ii) current base+target bonus; up to 12 months healthcare | Double-trigger is required for CoC protections |
| Severance (change of control; double-trigger) | 18 months of the greater-of amount above (plus +1 month per year after 18th year of employment, up to 24 months total); up to 24 months healthcare | CoC window: during 2 months before or within 12 months after CoC |
| Equity on termination | All unvested equity (other than LTI PRSUs and awards <3 months old) accelerates upon qualifying termination; PRSUs vest per plan at end of performance period | |
| Restrictive covenants | Non-compete and non-solicitation provisions included |
Prior COO offer letter (11/28/2023): base $650,000; target bonus 1.5× base; initial equity grant ~$2.376M split 60% time-based/40% performance-based; restrictive covenants included .
Board Governance footprint (Director and dual-role considerations)
- Director since September 1, 2024; non-independent by virtue of management role . He does not serve on the standing committees (Audit, Compensation, Nominating/Corporate Governance), which are fully independent .
- Board leadership is separated: independent Chair (Ann Vezina), majority independent Board, and regular executive sessions, mitigating CEO/Director dual-role concerns .
- Board/committee attendance: all directors serving in FY2024 attended at least 75% of meetings (company-level) .
Compensation Structure Analysis
- Mix shifts toward RSUs/PRSUs; no stock options granted in FY2024, lowering risk-taking incentives vs options .
- CEO target cash comp increased with promotion (FY2024 target cash $1.94M vs $1.21M in FY2023 prior roles), reflecting market median alignment for role . Pay design remains heavily performance-linked via MIP and PRSUs .
- Performance metrics emphasize non-GAAP net income, adjusted ROIC, and non-GAAP diluted EPS for long-term, aligning with value creation and capital efficiency .
- Clawbacks in place per NYSE and MIP-specific provisions; policy prohibits hedging/pledging; ownership guidelines require meaningful equity holding by CEO .
- Governance signals: strong Say-on-Pay support (~96%) and independent consultant (Compensia) and peer benchmarking process; 2025 peer group updated (added Henry Schein, Ingram Micro, US Foods, Wesco; removed DXC, HPE) .
Director Compensation (as applicable to dual roles)
- As a management director, Zammit is compensated via executive program; director fee/equity retainer applies to non-executive directors and excludes Zammit .
Risk Indicators & Red Flags
- Perquisites: FY2024 “All Other Compensation” included housing/utilities, spouse travel, vehicle, third-party services, and minor tax gross-ups ($1,143) for Zammit; governance optics manageable but notable for scrutiny .
- Change-in-control economics: double-trigger cash of 18–24 months and time-based equity acceleration; PRSUs remain performance-based—helps avoid windfalls from CoC alone .
- Insider trading guardrails: hedging/pledging prohibited; centralized pre-clearance required; scheduled equity vesting still creates potential liquidity events .
Multi-year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive (MIP) ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 732,949 | 4,497,059 | 1,163,315 | 264,535 | 6,657,858 |
| 2023 | 539,338 | 1,317,386 | 572,507 | 193,786 | 2,623,017 |
| 2022 | 530,062 | 1,520,432 | 613,875 | 194,516 | 2,858,885 |
Investment Implications
- Alignment and incentives: High at-risk mix (MIP tied 70% to non-GAAP net income and 30% to adjusted ROIC; PRSUs tied to multi-year EPS and ROIC) supports earnings quality and capital discipline; robust clawbacks and no hedging/pledging are shareholder-friendly .
- Retention vs selling pressure: Large unvested RSUs (40,038 shares; ~$4.76M) and outstanding PRSUs (19,197; ~$2.28M at FY24 close) create both retention hooks and foreseeable vest-driven liquidity events over 1–3 years .
- Change-of-control economics: Double-trigger severance (18–24 months) and acceleration of time-based awards (PRSUs remain performance-linked) are within market norms and reduce windfall risk, but still meaningful cash outlay on transactions .
- Execution risk: CEO tenure is early; however, FY2024 results were close to plan on non-GAAP net income (96%) and adjusted ROIC (98% vs targets), and governance structure (independent Chair; strong Say-on-Pay) supports continuity through strategic cycles .