TD SYNNEX CORP, PRE 14A filed on 2/10/2025
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.0.1
Cover
 12 Months Ended
Nov. 30, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TD SYNNEX CORPORATION
Entity Central Index Key 0001177394
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Nov. 30, 2024
Nov. 30, 2023
Nov. 30, 2022
Nov. 30, 2021
Dec. 01, 2020
Nov. 30, 2020
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
The following table provides information regarding compensation paid to the PEOs and the average of the Non-PEO NEOs, along with the cumulative TSR of the Company and a peer group index, the Company’s net income, and the Company Selected Measure, non-GAAP net income.
Value of Initial Fixed $100 Investment
Based On:
(In Millions)
Year(1)
Summary Compensation Table Total for PEO Zammit(2)($)
Summary Compensation Table Total for PEO Hume(2)($)
Summary Compensation Table Total for PEO Polk(2)($)
Compensation Actually Paid to PEO Zammit(3)($)
Compensation Actually Paid to PEO Hume(3)($)
Compensation Actually Paid to PEO Polk(3)($)
Average Summary Compensation Table Total for Non-PEO NEOs(2)($)
Average Compensation Actually Paid to Non-PEO NEOs(3)($)
Total Shareholder Return(4)($)
Peer Group Total Shareholder Return(4)($)
 Net Income(5)($)
Company Selected Measure: Non-GAAP Net Income(6)($)
20246,657,8588,327,033n/a 7,239,8696,107,856n/a2,925,1543,174,246159.8893.29689.11,011.9
2023n/a9,254,634n/a n/a8,193,274n/a2,817,2042,526,184130.6886.03626.91,053.6
2022n/a7,498,195n/an/a8,456,768n/a3,121,5802,909,565133.6385.51651.61,147.9
2021n/a9,529,36216,704,037n/a9,334,61523,273,3154,709,0067,450,077133.45108.24395.1595.7
(1)NEOs included in these columns reflect the following:
YearPEOsNon-PEO NEOs
2024
Patrick Zammit (PEO Zammit)
Dennis Polk, Marshall Witt, Michael Urban, David Vetter, Simon Leung
Rich Hume (PEO Hume)
2023
Rich Hume (PEO Hume)
Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit
2022
Rich Hume (PEO Hume)
Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit
2021
Rich Hume (PEO Hume)
Marshall Witt, Michael Urban, Patrick Zammit, Peter Larocque, Simon Leung
Dennis Polk (PEO Polk)
(2)Amounts are reflected in the Summary Compensation Table for our NEOs for each corresponding year, as follows:
(i)the total compensation reported in the Summary Compensation Table for the applicable year for PEO Zammit, PEO Hume, and PEO Polk, and
(ii)the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Non-PEO NEOs reported for the applicable year.
(3)The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted for exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values in the Summary Compensation Table are calculated in accordance with FASB ASC Topic 718, using the grant date fair value of stock and option awards granted during the year, whereas CAP represents the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or were vested or forfeited during the year.
 Year
Summary Compensation Table Total(a)
($)
(Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year(b)
($)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years(c)
($)
Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year(c)
($)
(Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c)
($)
Equals Compensation Actually Paid
($)
PEO Zammit
20246,657,858(4,497,059)4,653,937251,756—173,377—7,239,869
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
n/an/an/an/an/an/an/an/a
PEO Hume
20248,327,033(4,120,599)———1,901,422—6,107,856
20239,254,634(5,759,614)5,677,045(701,565)—(277,226)—8,193,274
20227,498,195(4,349,941)5,409,42111,252—(112,159)—8,456,768
2021(d)
9,529,362(3,639,900)3,445,153————9,334,615
PEO Polk
2024n/an/an/an/an/an/an/an/a
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
16,704,037(12,528,928)14,611,0881,574,513643,2912,269,314—23,273,315
Non-PEO NEOs (Average)
20242,925,154(1,474,515)1,239,995212,573—321,256
(50,217)(e)
3,174,246
20232,817,204(1,114,461)1,086,993(301,906)—38,354—2,526,184
20223,121,580(1,264,076)1,344,275(110,432)—(181,782)—2,909,565
2021(d)
4,709,006(2,716,425)4,132,599375,500187,951761,446—7,450,077
(a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages.
(b)Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 4 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
(c)The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield.
(d)On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements.
(e)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 LTI grant were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date, therefore the amounts reflected represent the portion of the awards that were not attained due to the proration.
(4)Cumulative total shareholder return (“TSR”) assumes an initial investment of $100 as of the market open on December 1, 2020, the beginning of fiscal year 2021, for the Company’s common stock as well as the common stock of companies in our peer group. Our peer group is measured by the Computer and Peripheral Equipment index, which is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. For 2021, the measurement period was one year, for 2022, the measurement period was two years, for 2023, the measurement period was three years, and for 2024, the measurement period was four years.
(5)Reflects Net Income in our consolidated statements of income included in our Annual Reports on Form 10-K for the applicable year.
(6)While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP net income is our Company Selected Measure, which is the financial performance measure that, in our assessment, represents the most important performance measure used to link CAP to NEOs to Company performance in 2024. For a reconciliation of non-GAAP net income to the most directly comparable GAAP financial measure, net income, refer to Appendix A of this Proxy Statement for the reconciliation of GAAP to non-GAAP net income. 		         
Named Executive Officers, Footnote NEOs included in these columns reflect the following:
YearPEOsNon-PEO NEOs
2024
Patrick Zammit (PEO Zammit)
Dennis Polk, Marshall Witt, Michael Urban, David Vetter, Simon Leung
Rich Hume (PEO Hume)
2023
Rich Hume (PEO Hume)
Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit
2022
Rich Hume (PEO Hume)
Dennis Polk, Marshall Witt, Michael Urban, Patrick Zammit
2021
Rich Hume (PEO Hume)
Marshall Witt, Michael Urban, Patrick Zammit, Peter Larocque, Simon Leung
Dennis Polk (PEO Polk)
          
Peer Group Issuers, Footnote Cumulative total shareholder return (“TSR”) assumes an initial investment of $100 as of the market open on December 1, 2020, the beginning of fiscal year 2021, for the Company’s common stock as well as the common stock of companies in our peer group. Our peer group is measured by the Computer and Peripheral Equipment index, which is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. For 2021, the measurement period was one year, for 2022, the measurement period was two years, for 2023, the measurement period was three years, and for 2024, the measurement period was four years.          
Adjustment To PEO Compensation, Footnote The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted for exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values in the Summary Compensation Table are calculated in accordance with FASB ASC Topic 718, using the grant date fair value of stock and option awards granted during the year, whereas CAP represents the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or were vested or forfeited during the year.
 Year
Summary Compensation Table Total(a)
($)
(Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year(b)
($)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years(c)
($)
Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year(c)
($)
(Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c)
($)
Equals Compensation Actually Paid
($)
PEO Zammit
20246,657,858(4,497,059)4,653,937251,756—173,377—7,239,869
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
n/an/an/an/an/an/an/an/a
PEO Hume
20248,327,033(4,120,599)———1,901,422—6,107,856
20239,254,634(5,759,614)5,677,045(701,565)—(277,226)—8,193,274
20227,498,195(4,349,941)5,409,42111,252—(112,159)—8,456,768
2021(d)
9,529,362(3,639,900)3,445,153————9,334,615
PEO Polk
2024n/an/an/an/an/an/an/an/a
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
16,704,037(12,528,928)14,611,0881,574,513643,2912,269,314—23,273,315
Non-PEO NEOs (Average)
20242,925,154(1,474,515)1,239,995212,573—321,256
(50,217)(e)
3,174,246
20232,817,204(1,114,461)1,086,993(301,906)—38,354—2,526,184
20223,121,580(1,264,076)1,344,275(110,432)—(181,782)—2,909,565
2021(d)
4,709,006(2,716,425)4,132,599375,500187,951761,446—7,450,077
(a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages.
(b)Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 4 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
(c)The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield.
(d)On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements.
(e)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 LTI grant were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date, therefore the amounts reflected represent the portion of the awards that were not attained due to the proration. 		         
Non-PEO NEO Average Total Compensation Amount $ 2,925,154 [1],[2] $ 2,817,204 [1],[2] $ 3,121,580 [1],[2],[3] $ 4,709,006    
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,174,246 [4] 2,526,184 [4] 2,909,565 [3],[4] 7,450,077    
Adjustment to Non-PEO NEO Compensation Footnote The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted for exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values in the Summary Compensation Table are calculated in accordance with FASB ASC Topic 718, using the grant date fair value of stock and option awards granted during the year, whereas CAP represents the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or were vested or forfeited during the year.
 Year
Summary Compensation Table Total(a)
($)
(Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year(b)
($)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years(c)
($)
Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year(c)
($)
(Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c)
($)
Equals Compensation Actually Paid
($)
PEO Zammit
20246,657,858(4,497,059)4,653,937251,756—173,377—7,239,869
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
n/an/an/an/an/an/an/an/a
PEO Hume
20248,327,033(4,120,599)———1,901,422—6,107,856
20239,254,634(5,759,614)5,677,045(701,565)—(277,226)—8,193,274
20227,498,195(4,349,941)5,409,42111,252—(112,159)—8,456,768
2021(d)
9,529,362(3,639,900)3,445,153————9,334,615
PEO Polk
2024n/an/an/an/an/an/an/an/a
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
16,704,037(12,528,928)14,611,0881,574,513643,2912,269,314—23,273,315
Non-PEO NEOs (Average)
20242,925,154(1,474,515)1,239,995212,573—321,256
(50,217)(e)
3,174,246
20232,817,204(1,114,461)1,086,993(301,906)—38,354—2,526,184
20223,121,580(1,264,076)1,344,275(110,432)—(181,782)—2,909,565
2021(d)
4,709,006(2,716,425)4,132,599375,500187,951761,446—7,450,077
(a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages.
(b)Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 4 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
(c)The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield.
(d)On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements.
(e)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 LTI grant were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date, therefore the amounts reflected represent the portion of the awards that were not attained due to the proration. 		         
Compensation Actually Paid vs. Total Shareholder Return Relationship Between PEO and NEO CAP, Company TSR, and Peer Group TSR
The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, the Company’s cumulative TSR, and the Peer Group TSR.
636
CAP Polk.jpg
CAP (PEO Polk)
CAP Hume.jpg
CAP (PEO Hume)
CAP Avg..jpg
CAP (PEO Zammit)
CAP Zammit.jpg
Avg. CAP (Non-PEO NEOs)
Company TSR.jpg
Company TSR
Peer Group TSR.jpg
Peer Group TSR
          
Compensation Actually Paid vs. Net Income Relationship Between NEO CAP and Net Income 
The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and our net income.
827
CAP Polk.jpg
CAP (PEO Polk)
CAP Hume.jpg
CAP (PEO Hume)
CAP Avg..jpg
CAP (PEO Zammit)
CAP Zammit.jpg
Avg. CAP (Non-PEO NEOs)
Company TSR.jpg
Net Income (millions)
          
Compensation Actually Paid vs. Company Selected Measure Relationship Between NEO CAP and Non-GAAP Net Income (Company Selected Measure)
The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and non-GAAP net income, our Company Selected Measure.
1079
          
Tabular List, Table
Tabular List of Financial Performance Measures
The following table identifies the three most important financial performance measures used by the Compensation Committee to link the Compensation Actually Paid to our PEOs and the average of other NEOs in 2024 to company performance. The role of each of these performance measures in our executive compensation programs is more thoroughly discussed in the “Executive Compensation” section in the CD&A along with a description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
Financial Performance Measures
Non-GAAP Net Income (1)(2)
Adjusted ROIC(2)
Non-GAAP Diluted EPS(2)
(1)Non-GAAP net income is a non-GAAP financial measure, which is considered to be the most important measure used by the Company to link compensation actually paid to our PEOs and the average of Non-PEO NEOs to Company performance, also known as our Company Selected Measure.
(2)Non-GAAP financial measure. See the Appendix A to this Proxy Statement for definitions of non-GAAP measures and reconciliation of such measures to GAAP 		         
Total Shareholder Return Amount $ 159.88 130.68 [5] 133.63 [5] 133.45 [5]    
Peer Group Total Shareholder Return Amount 93.29 86.03 [5] 85.51 [5] 108.24 [5]    
Net Income (Loss) $ 689,100,000 $ 626,900 [6] $ 651,600 [6] $ 395,100 [6]    
Company Selected Measure Amount 1,011,900,000 1,053,600 [7] 1,147,900 [7] 595,700 [7]    
Closing Stock Price         $ 82.01 $ 160.31
Measure:: 1            
Pay vs Performance Disclosure            
Name [8] Non-GAAP Net Income (1)(2)          
Measure:: 2            
Pay vs Performance Disclosure            
Name Adjusted ROIC(2)          
Measure:: 3            
Pay vs Performance Disclosure            
Name Non-GAAP Diluted EPS(2)          
Patrick Zammit [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount [2] $ 6,657,858          
PEO Actually Paid Compensation Amount [4] $ 7,239,869          
PEO Name Patrick Zammit (PEO Zammit)          
Patrick Zammit [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount [9] $ (4,497,059)          
Patrick Zammit [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount [10] 4,653,937          
Patrick Zammit [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount [10] 251,756          
Patrick Zammit [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year tha tVested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Patrick Zammit [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount [10] 173,377          
Patrick Zammit [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount [10] 0          
Rich Hume [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount 8,327,033 [1] $ 9,254,634 [1] $ 7,498,195 [1],[2],[3] $ 9,529,362    
PEO Actually Paid Compensation Amount 6,107,856 8,193,274 8,456,768 [3],[4] 9,334,615    
Rich Hume [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (4,120,599) (5,759,614) (4,349,941) [3],[9] (3,639,900)    
Rich Hume [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 5,677,045 5,409,421 [3],[10] 3,445,153    
Rich Hume [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 (701,565) 11,252 [3],[10] 0    
Rich Hume [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year tha tVested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 [3] 0    
Rich Hume [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 1,901,422 (277,226) (112,159) [3],[10] 0    
Rich Hume [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 [3],[10] 0    
Dennis Polk [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount       16,704,037    
PEO Actually Paid Compensation Amount       23,273,315    
Dennis Polk [Member] | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (12,528,928)    
Dennis Polk [Member] | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       14,611,088    
Dennis Polk [Member] | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       1,574,513    
Dennis Polk [Member] | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year tha tVested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       643,291    
Dennis Polk [Member] | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       2,269,314    
Dennis Polk [Member] | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       0    
Non-PEO NEO | Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,474,515) [9] (1,114,461) [9] (1,264,076) [3],[9] (2,716,425)    
Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 1,239,995 1,086,993 [10] 1,344,275 [10] 4,132,599 [3],[10]    
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 212,573 (301,906) [10] (110,432) [10] 375,500 [3],[10]    
Non-PEO NEO | Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year tha tVested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 187,951 [3]    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 321,256 38,354 [10] (181,782) [10] 761,446 [3],[10]    
Non-PEO NEO | Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ (50,217) $ 0 [10] $ 0 [10] $ 0 [3],[10]    
[1] Amounts are reflected in the Summary Compensation Table for our NEOs for each corresponding year, as follows:
(i)the total compensation reported in the Summary Compensation Table for the applicable year for PEO Zammit, PEO Hume, and PEO Polk, and
(ii)the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Non-PEO NEOs reported for the applicable year.
[2] Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages.
[3] On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements.
(e)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 LTI grant were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date, therefore the amounts reflected represent the portion of the awards that were not attained due to the proration.
[4] The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table above for each year, adjusted for exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values in the Summary Compensation Table are calculated in accordance with FASB ASC Topic 718, using the grant date fair value of stock and option awards granted during the year, whereas CAP represents the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or were vested or forfeited during the year.
 Year
Summary Compensation Table Total(a)
($)
(Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year(b)
($)
Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years(c)
($)
Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year(c)
($)
Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year(c)
($)
(Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year(c)
($)
Equals Compensation Actually Paid
($)
PEO Zammit
20246,657,858(4,497,059)4,653,937251,756—173,377—7,239,869
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
n/an/an/an/an/an/an/an/a
PEO Hume
20248,327,033(4,120,599)———1,901,422—6,107,856
20239,254,634(5,759,614)5,677,045(701,565)—(277,226)—8,193,274
20227,498,195(4,349,941)5,409,42111,252—(112,159)—8,456,768
2021(d)
9,529,362(3,639,900)3,445,153————9,334,615
PEO Polk
2024n/an/an/an/an/an/an/an/a
2023n/an/an/an/an/an/an/an/a
2022n/an/an/an/an/an/an/an/a
2021(d)
16,704,037(12,528,928)14,611,0881,574,513643,2912,269,314—23,273,315
Non-PEO NEOs (Average)
20242,925,154(1,474,515)1,239,995212,573—321,256
(50,217)(e)
3,174,246
20232,817,204(1,114,461)1,086,993(301,906)—38,354—2,526,184
20223,121,580(1,264,076)1,344,275(110,432)—(181,782)—2,909,565
2021(d)
4,709,006(2,716,425)4,132,599375,500187,951761,446—7,450,077
(a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year for the PEOs. For Non-PEO NEOs, amounts shown represent averages.
(b)Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 4 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
(c)The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield.
(d)On December 1, 2020, the Company completed the separation (the “Separation”) of its customer experience services business in a tax-free transaction for federal income tax purposes, which was accomplished by the distribution of one hundred percent of the outstanding common stock of Concentrix Corporation (“Concentrix”). SYNNEX stockholders received one share of Concentrix common stock for every share of SYNNEX common stock held at the close of business on the record date. Concentrix is now an independent public company trading under the symbol “CNXC” on the Nasdaq Stock Market. After the Separation, SYNNEX did not beneficially own any shares of Concentrix’ common stock. The closing stock price of SYNNEX common stock on November 30, 2020 was $160.31. As a result of the impacts of the Separation, the opening stock price of SYNNEX common stock on December 1, 2020 was $82.01. The Company has used the opening stock price on December 1, 2020 to calculate changes in fair value of equity awards in fiscal 2021 in order to provide a comparable basis of performance for the fair value measurements.
(e)Mr. Urban’s fiscal year 2022 LTI grant and fiscal year 2023 LTI grant were vested at target, prorated based on time served from the beginning of the respective performance period through his separation date, therefore the amounts reflected represent the portion of the awards that were not attained due to the proration.
[5] Cumulative total shareholder return (“TSR”) assumes an initial investment of $100 as of the market open on December 1, 2020, the beginning of fiscal year 2021, for the Company’s common stock as well as the common stock of companies in our peer group. Our peer group is measured by the Computer and Peripheral Equipment index, which is based on the Standard Industrial Classification Code 5045—Wholesale Computer and Computer Peripheral Equipment and Software. For 2021, the measurement period was one year, for 2022, the measurement period was two years, for 2023, the measurement period was three years, and for 2024, the measurement period was four years.
[6] Reflects Net Income in our consolidated statements of income included in our Annual Reports on Form 10-K for the applicable year.
[7] While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, non-GAAP net income is our Company Selected Measure, which is the financial performance measure that, in our assessment, represents the most important performance measure used to link CAP to NEOs to Company performance in 2024. For a reconciliation of non-GAAP net income to the most directly comparable GAAP financial measure, net income, refer to Appendix A of this Proxy Statement for the reconciliation of GAAP to non-GAAP net income.
[8] Non-GAAP net income is a non-GAAP financial measure, which is considered to be the most important measure used by the Company to link compensation actually paid to our PEOs and the average of Non-PEO NEOs to Company performance, also known as our Company Selected Measure. (2)Non-GAAP financial measure. See the Appendix A to this Proxy Statement for definitions of non-GAAP measures and reconciliation of such measures to GAAP
[9] Represents the grant date fair value of the stock options and stock awards granted during the indicated fiscal year, calculated in accordance with ASC 718 as reported on the Summary Compensation Table. See Note 4 “Share-Based Compensation” to the Audited Financial Statements included in our Form 10-K for the fiscal year ended November 30, 2024 for a discussion of the relevant assumptions used in calculating these amounts.
[10] The fair values of unvested and outstanding equity awards to our NEOs were remeasured starting on November 30, 2020, and subsequently as of each vesting date of vested awards, and as of the end of each fiscal year for unvested awards during the indicated fiscal year. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value on the grant date under US GAAP. For stock awards subject to performance-based vesting conditions, fair value was calculated based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. For stock options, a Black-Scholes model was used to estimate the fair value as of the various measurement dates based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date, as well as updated assumptions related to the expected term, expected volatility, risk-free interest rate and dividend yield.