Richard Hume
Director at SNX
Board
About Richard Hume
Richard Hume, age 65, has served on the TD SYNNEX Board since September 2021. He was President and Chief Executive Officer from September 2021 until his retirement on September 1, 2024; prior roles include CEO and director of Tech Data (June 2018–September 2021), EVP/COO of Tech Data (from March 2016), and 30+ years at IBM, most recently as GM and COO of Global Technology Services. He serves on Allstate’s Board (Compensation and Human Capital Committee; Risk and Return Committee) and the Pancreatic Cancer Action Network Board, and holds a B.S. in Accounting from Penn State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD SYNNEX | President & CEO | Sep 2021–Sep 2024 | Led merger integration and CEO transition . |
| Tech Data Corporation | Chief Executive Officer & Director | Jun 2018–Sep 2021 | Led global IT distribution strategy . |
| Tech Data Corporation | EVP & Chief Operating Officer | From Mar 2016 | Operational leadership across geographies . |
| IBM | GM & COO, Global Technology Services | 30+ years tenure | Senior operating roles; technology and services expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allstate Corporation (NYSE: ALL) | Director | Current | Member, Compensation & Human Capital Committee; Risk & Return Committee . |
| Pancreatic Cancer Action Network | Director | Current | Non-profit board service . |
Board Governance
- Committee assignments: Not listed among standing committee members; Audit members are Crusco (Chair), Herh, Pumilia, Vezina; Compensation members are Lee (Chair), Nayyar, Saintil; Nominating & Corporate Governance members are Nayyar (Chair), Lee, Saintil .
- Independence: Proxy affirms independence for members of Audit, Compensation, and Nominating committees; it does not specifically designate Hume’s independence status. Hume is disclosed as a non-executive director since Sep 1, 2024 .
- Attendance: Board held seven meetings in FY2024; each director serving during FY2024 attended at least 75% of Board and applicable committee meetings (except Messrs. Nord and Kalsow-Ramos with excused absences) .
- Executive sessions: Non-management directors meet in regularly scheduled executive sessions .
- Years of service on SNX Board: Since September 2021 .
Fixed Compensation
FY2024 Director Compensation (Hume)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 25,000 |
| Stock Awards | — (none) |
| All Other Compensation | — |
| Total | 25,000 |
- Program changes effective upon the 2025 Annual Meeting: annual cash retainer increased to $110,000; annual restricted stock grant increased to $210,000 (prorated; vests quarterly) .
FY2024 Executive Compensation (as CEO through retirement)
| Component | Amount ($) |
|---|---|
| Base Salary (as of end of tenure) | 1,056,000 |
| Salary recognized FY2024 | 758,769 |
| Special Retirement/Transition Bonus | 1,500,000 |
| Non-Equity Incentive (MIP) bonus (FY2024) | 1,897,049 |
| Stock Awards (grant-date fair value) | 2,304,154 |
| Option Awards (grant-date fair value) | 1,816,445 |
| All Other Compensation | 50,616 |
| Total | 8,327,033 |
Performance Compensation
FY2024 Annual Incentive (MIP) Design and Outcomes
| Measure | FY2024 Target | FY2024 Attainment | Attainment vs Target | Payout Basis |
|---|---|---|---|---|
| Worldwide Non-GAAP Net Income ($mm) | 1,055 | 1,012 | 96% | 96% |
| Worldwide Adjusted ROIC (%) | 10.2% | 10.0% | 98% | 98% |
| Executive | MIP Target (% of Salary) | Threshold | Maximum |
|---|---|---|---|
| Richard Hume | 250% | 75% | 500% (capped at $3.5m) |
- FY2024 actual MIP paid to Hume: $1,897,049 .
Long-Term Incentive (PRSUs) Metrics and Vesting
| Metric | 3-Year Performance Period Ended Nov 30, 2024 | Outcome |
|---|---|---|
| Non-GAAP diluted EPS | $34.88 | Actual |
| Adjusted ROIC | 10.28% | Actual |
| Grant | Target PRSUs (#) | Vesting Outcome |
|---|---|---|
| FY2023 LTI (Hume) | 14,591 | Fully vested at target at retirement |
| Event | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Retirement acceleration (FY2024) | 83,533 | 9,663,933 (no other vesting outside acceleration) |
- Vesting schedules (general program): post-Oct 2022 time-based awards vest 33% annually over three years; options vest 20% at year 1 then monthly; PRSU grants valued on first business day of fiscal year; PRSU awards generally vest contingent on employment and metric achievement .
Severance and Change-in-Control Provisions
- Original CEO offer letter (Aug 31, 2021): starting salary $960,000; annual cash bonus targeted at 2.5x salary (actual based on performance); grant of options ($2.1m fair value) and restricted stock/RSUs ($1.54m fair value); non-compete and non-solicit; if terminated other than for cause/disability/death, 80% of then-unvested equity awards accelerate (excluding awards <3 months old and unvested LTI PRSUs per grant terms) .
- Retirement revisions (July 15, 2024): accelerated full vesting of RSUs and stock options at retirement (PRSUs at target); extended option exercise period to three years from retirement; paid prorated FY2024 MIP (~$1.9m) and special bonus $1.5m .
Risk Mitigating Policies
- Recoupment policy: requires the Compensation Committee to seek recovery of excess incentive-based compensation in the event of a restatement .
- Insider Trading Policy: prohibits hedging/monetization transactions, short-term trading, short sales, margin trading, and buying/selling puts or calls on company stock .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Allstate (NYSE: ALL) | Director | Compensation & Human Capital; Risk & Return | No compensation committee interlocks disclosed by SNX; committee members deemed independent; no related person transactions with committee members . |
| Pancreatic Cancer Action Network | Director | — | — |
Expertise & Qualifications
- Leadership: CEO experience at Tech Data; SNX CEO during merger integration and scaling .
- Operations and Technology: IBM Global Technology Services GM/COO; deep IT distribution and services background .
- Governance: Service on Allstate committees focused on compensation and risk .
- Education: B.S., Accounting, Pennsylvania State University .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Right to Acquire within 60 Days (#) | Total (#) | % Outstanding |
|---|---|---|---|---|
| Richard Hume | 85,480 | 120,158 | 205,638 | <1% |
| Options Outstanding (Hume) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Grant 10/5/2021 | 56,848 | — | 107.32 | 9/1/2027 (extended to 3 years post-retirement) |
| Grant 10/4/2022 | 63,310 | — | 87.82 | 9/1/2027 (extended) |
- Director stock ownership guideline: at least five times annual base retainer; five years to meet for directors initially elected after 2020 Annual Meeting .
- Hedging/pledging: Hedging and short sales prohibited; margin trading prohibited; no pledging disclosure specific to Hume found .
Governance Assessment
- Committee assignments and independence: Hume is not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees; proxy specifies committee independence but does not explicitly designate Hume’s independence status. His non-executive director role began in Sep 2024 after serving as CEO, which reduces direct influence over pay/risk committees in FY2024 .
- Attendance and engagement: Board met 7 times in FY2024; each director attended ≥75% of meetings, indicating baseline engagement; non-management executive sessions are held regularly .
- Alignment vs. pay outcomes: Hume holds 205,638 shares including options exercisable within 60 days (<1%), indicating material skin-in-the-game; however, retirement actions included full acceleration of unvested RSUs and options, option exercise window extension to 3 years, and a $1.5m special bonus—these discretionary elements elevate governance scrutiny on pay-for-performance rigor and change-in-status benefits .
- Performance linkage: FY2024 MIP tied to non-GAAP net income and adjusted ROIC with payouts aligned to attainment; LTI program metrics based on non-GAAP EPS and adjusted ROIC; Hume’s FY2023 PRSUs vested at target upon retirement, consistent with committee-approved retirement treatment .
- Risk controls: Robust clawback and anti-hedging/short sales policies are in place; equity grant timing policies avoid blackout-period issues .
RED FLAGS
- Discretionary retirement/transition benefits: Full acceleration of RSUs and options, extended option exercise window, and $1.5m special bonus at retirement may be perceived as generous relative to standard severance terms, warranting investor scrutiny on precedent and alignment with performance .
- Committee non-membership: As of FY2024, Hume is not on key oversight committees (Audit/Comp/Nominating), limiting direct accountability channels; independence designation for Hume is not explicitly stated in the proxy .
Citations:
**[1177394_0001177394-25-000016_fy24proxystatement.htm:17]** 2025 DEF 14A – Director biography and external roles
**[1177394_0001177394-25-000016_fy24proxystatement.htm:26]** 2025 DEF 14A – Board meetings, attendance, independence statements
**[1177394_0001177394-25-000016_fy24proxystatement.htm:27]** 2025 DEF 14A – Audit and Compensation Committees membership
**[1177394_0001177394-25-000016_fy24proxystatement.htm:28]** 2025 DEF 14A – Nominating & Corporate Governance Committee membership
**[1177394_0001177394-25-000016_fy24proxystatement.htm:37]** 2025 DEF 14A – 2024 Directors’ Compensation Table
**[1177394_0001177394-25-000016_fy24proxystatement.htm:38]** 2025 DEF 14A – Non-executive director status post-retirement
**[1177394_0001177394-25-000016_fy24proxystatement.htm:40]** 2025 DEF 14A – Director compensation program and ownership guidelines
**[1177394_0001177394-25-000016_fy24proxystatement.htm:47]** 2025 DEF 14A – Security ownership table (beneficial ownership)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:49]** 2025 DEF 14A – CD&A context (NEO list; leadership transition)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:59]** 2025 DEF 14A – MIP metrics, targets, attainment, payout parameters
**[1177394_0001177394-25-000016_fy24proxystatement.htm:61]** 2025 DEF 14A – Equity grant timing and time-based grant values
**[1177394_0001177394-25-000016_fy24proxystatement.htm:64]** 2025 DEF 14A – LTI metrics outcomes (non-GAAP EPS; adjusted ROIC)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:65]** 2025 DEF 14A – PRSU vesting details (Hume FY2023 grant)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:66]** 2025 DEF 14A – Retirement treatment revisions (acceleration; option extension; bonuses)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:68]** 2025 DEF 14A – Narrative compensation details (base salary; MIP; special bonus)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:71]** 2025 DEF 14A – Risk-mitigating policies (clawback; anti-hedging/short sales)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:72]** 2025 DEF 14A – Summary Compensation Table (FY2024 totals)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:78]** 2025 DEF 14A – Outstanding Equity Awards (options; vesting schedules)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:83]** 2025 DEF 14A – Option Exercises and Stock Vested (retirement acceleration)
**[1177394_0001177394-25-000016_fy24proxystatement.htm:87]** 2025 DEF 14A – Retirement severance details (acceleration; option window; bonuses)