Ting Herh
Director at SNX
Board
About Ting Herh
Independent director of TD SYNNEX (SNX), age 69, joined the Board in March 2024. Founder and Chair of Davicom Semiconductor since 1996; prior senior roles at Compaq (1994–1996) and Racal-Vadic/Racal-Milgo/Racal-Datacom (1980–1994). Education: B.S. National Chiao Tung University (1977), M.S. EECS UC Berkeley (1980), DBA Victoria University, Switzerland (2005). The Board determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Davicom Semiconductor, Inc. | Founder & Chair | 1996–present | Leads networking communication ICs company; entrepreneurship and technology background cited by SNX |
| Compaq (Houston) | Senior Director | 1994–1996 | Responsible for communication products delivery for consumer PC and Enterprise System Divisions |
| Racal-Vadic; Racal-Milgo/Racal-Datacom | Head of Engineering, various roles (Dial-up Division) | 1980–1994 | Engineering leadership in telecom/datacom |
| National Chiao Tung University Alumni Association | Chairman | 2019–2022 | Alumni leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Integrated Services Co. (UIS), Taiwan | Independent Director | Since 2015 | Chair of Audit Committee for 6 years; Chair of Compensation Committee for 9 years |
| MiTAC Holdings Corp., Taiwan | Independent Director | Since May 2022 | MiTAC affiliates beneficially own ~5.7% of SNX; SNX has significant transactions with MiTAC (see Interlocks) |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert. Audit Committee had 4 members and met 11 times in FY2024; chair is Kathleen Crusco .
- Independence: Board determined Ting Herh is independent under NYSE standards .
- Attendance: Board held 7 meetings in FY2024; each director serving during FY2024 attended at least 75% of Board/committee meetings (except Nord and Kalsow-Ramos); all directors attended the 2024 Annual Meeting .
- Non-management executive sessions occur regularly; directors participate in education/orientation and biannual site visits .
- Board leadership: independent Chair (Ann Vezina) and majority-independent composition .
Fixed Compensation
2024 Director compensation for Ting Herh and program structure:
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $75,000 | Prorated annual cash retainer due to mid-term appointment |
| Stock Awards ($) | $184,912 | Annual restricted stock grant under 2020 Plan; valued ~$185k for full term; proration applies |
| All Other Compensation ($) | $1,408 | Dividends on unvested RSAs |
| Total ($) | $261,320 | Sum of components |
Director compensation program (FY2024; changes effective 2025 Annual Meeting):
| Compensation Component | FY2024 | Post-2025 Annual Meeting |
|---|---|---|
| Annual Cash Retainer (non-executive director) | $100,000 | $110,000 |
| Annual Equity Retainer (restricted stock) | $185,000 | $210,000 |
| Audit Committee Chair Retainer | $35,000 | $35,000 |
| Compensation Committee Chair Retainer | $20,000 | $25,000 |
| Nominating & Corporate Governance Chair Retainer | $20,000 | $20,000 |
Vesting for director stock awards: grants are made based on closing price schedule and vest quarterly aligned to SNX fiscal quarters; grants prorated to service period .
Performance Compensation
- Options: No option awards outstanding for non-executive directors as of Nov 30, 2024 .
- Performance metrics: Director equity grants are time-based; SNX does not disclose performance-based metrics for director pay (performance metrics apply to executive LTI programs, not directors) .
| Performance Metric | Applies to Directors? | Source |
|---|---|---|
| Revenue/EBITDA/TSR targets | No | Executive CD&A only; director equity is time-based RSAs/RSUs |
| Quarterly vesting schedule | Time-based | Director restricted stock vests quarterly |
Other Directorships & Interlocks
| Entity | Relationship to SNX | 2024 Transaction Amounts | Notes |
|---|---|---|---|
| MiTAC Holdings & affiliates | 5.7% beneficial owner as of 2/3/2025 | SNX purchases: $336.9M; SNX sales: $87.1M; rent/overhead reimbursements: $1.2M | Agreements are short-term/terminable, overseen under related-party policy; Ting Herh is independent director at MiTAC Holdings |
Related-party review: Audit Committee (disinterested members) must approve, ratify, or disapprove material related-party transactions per policy .
Expertise & Qualifications
- Technology and semiconductor operations; telecom/datacom engineering leadership; entrepreneurship (Davicom) .
- Audit Committee Financial Expert designation at SNX .
- Governance experience as Audit and Compensation Committee chair (UIS) .
- Degrees: B.S. (National Chiao Tung University), M.S. EECS (UC Berkeley), DBA (Victoria University, Switzerland) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially Owned Shares (as of record date 2/3/2025) | 1,564 | Less than 1% of outstanding shares |
| Unvested Director Stock Awards (#, as of 11/30/2024) | 391 | Aggregate outstanding unvested RSAs |
| Director Ownership Guideline | ≥ 5× annual base retainer | Applies to current members; 5-year period to meet compliance for directors elected after 2020 (Herh joined 2024; window to 2029) |
Insider trades (Form 4):
- 2024-04-03: Award of 1,564 shares of common stock; post-transaction ownership 1,564 .
- 2025-04-15: Award of 2,035 shares of common stock; post-transaction ownership 3,599; direct ownership, director capacity .
Governance Assessment
- Strengths: Independent director with deep engineering and semiconductor background; designated Audit Committee Financial Expert, enhancing financial oversight and controls. Participates on an active Audit Committee (11 meetings in FY2024) and Board with strong governance infrastructure (independent Chair, executive sessions) .
- Alignment: Director compensation mix leans to equity (~$184.9k stock awards vs $75k cash in FY2024), quarterly vesting fosters ongoing alignment; dividends only as minor “other comp.” Ownership is building via grants; guideline requires 5× retainer over five years .
- Attendance/Engagement: Board and committee attendance ≥75% threshold; directors attended Annual Meeting; orientation and continuing education program with biannual site visits suggests engagement .
- Potential conflicts (RED FLAG to monitor): External directorship at MiTAC Holdings, a significant SNX related party and vendor/partner with large transaction volumes and minority ownership. SNX’s related-party policy places approval/oversight with disinterested Audit Committee members; disclosure emphasizes short-term, terminable arrangements, but the interlock warrants ongoing scrutiny of recusals and committee independence on MiTAC matters .
- No disclosed red flags: No options/repricing for directors, no loans or related-party transactions tied to Herh personally, no pledging/hedging disclosures adverse to alignment; insider trading policy in place .
Overall, Ting Herh brings technical and audit expertise beneficial to SNX’s board effectiveness. The MiTAC interlock is the primary governance risk vector; investor confidence depends on continued robust Audit Committee oversight, clear recusals where appropriate, and transparent related-party disclosures .