TD SYNNEX - Governance

Board of Directors

Dennis Polk, Executive Chair

Dennis Polk is Executive Chair of the Board of Directors, Integration Lead, and Head of Global Businesses for TD SYNNEX. Mr. Polk served as President and Chief Executive Officer of SYNNEX from 2018 to 2021 and earlier as Chief Operating Officer, Chief Financial Officer and Senior Vice President of Corporate Finance. Mr. Polk joined the Company in 2002 and was appointed Director in 2012. Mr. Polk serves on the Boards of Directors of Concentrix Corporation and Terreno Realty Corporation. At Terreno, he is the Chair of the Compensation Committee.

Rich Hume, Chief Executive Officer

Rich Hume is Chief Executive Officer of TD SYNNEX and a member of our Board. Mr. Hume served as CEO of Tech Data from 2018 to 2021. In his role, he is responsible for the strategic direction of the company and oversees all aspects of its extensive global operations. Prior to joining Tech Data, Mr. Hume was with IBM for more than 30 years, serving most recently as General Manager and COO, Global Technology Services. Mr. Hume serves on the Boards of Directors of the Allstate Corporation and CEOs Against Cancer, Florida Chapter and holds a bachelor’s degree in Accounting from the Pennsylvania State University.

Fred Breidenbach, Director

Fred Breidenbach is a member of our Board, having served on the SYNNEX Board since 2003. Mr. Breidenbach has had his own consulting firm, FA Breidenbach & Associates, LLC since November 1997. Prior to that, Mr. Breidenbach served as President and Chief Operating Officer of Gulfstream Aerospace Corporation, an aviation company and spent 25 years in various positions at General Electric Company, including five years as an officer of the General Electric Company and two years as President, GE Aerospace Asia Pacific, responsible for business development and Asian operations. Mr. Breidenbach received a Bachelor of Science degree in Industrial Engineering from Pennsylvania State University and a Master of Business Administration from Xavier University.

Member of the Compensation Committee

Member of the Nominating and Governance Committee

Robert Kalsow-Ramos, Vice Chair

Robert Kalsow-Ramos is a member of our Board, having served on the Tech Data Board since 2020, and is a Partner in Private Equity at Apollo, primarily focused on investments in the technology and services sectors. Prior to joining Apollo in 2010, Mr. Kalsow-Ramos was a member of the Investment Banking group at Morgan Stanley. In addition to TD SYNNEX, Mr. Kalsow-Ramos serves on the boards of directors of Alorica, Intrado and The TEAK Fellowship, a non-profit organization. Mr. Kalsow-Ramos previously served on the boards of directors of Hexion Inc., Momentive Performance Materials and Noranda Aluminum and was involved with Apollo’s investment in Evertec Inc. Mr. Kalsow-Ramos received his BBA from the Stephen M. Ross School of Business at the University of Michigan, where he graduated with high distinction.

Hau Lee, Director

Hau Lee is a member of our Board, having served on the SYNNEX Board since 2012. Dr. Lee is the Thoma Professor of Operations, Information and Technology at the Graduate School of Business at Stanford University and the Co-Director of the Stanford Value Chain Innovation Initiative. Dr. Lee was elected to the National Academy of Engineering of the U.S.; Fellow of Manufacturing and Service Operations Management; Production and Operations Management Society; and INFORMS. Dr. Lee is a co-founder of DemandTec, Inc. Dr. Lee received his Bachelor of Social Science degree in Economics and Statistics from the University of Hong Kong, his Master of Science degree in Operational Research from the London School of Economics, and his Master of Science and Doctor of Philosophy degrees in Operations Research from the Wharton School of the University of Pennsylvania.

Chair of the Compensation Committee

Member of the Nominating and Governance Committee

Matthew Miau, Chair Emeritus

Matthew Miau is a member of our Board, having served on the SYNNEX Board since 1992, as the chairman of the SYNNEX Board from 1992 to 2008 and as a non-executive employee since 2001. Mr. Miau is the Chairman of the Board of Directors of MiTAC Holdings Corporation, Synnex Technology International Corp., UPC Technology Corp., Lien Hwa Industrial Corp. and Getac Technology Corporation.; these directorships are all MiTAC group related. He also serves on the Board of Cathay Financial Holdings TD SYNNEX is the only company which is US-publicly traded or otherwise subject to the periodic reporting requirements of the SEC for which Mr. Miau serves as a director. Mr. Miau received a Bachelor of Science degree in Electrical Engineering/Computer Science from the University of California, Berkeley and a Master of Business Administration degree from Santa Clara University.

Nayaki Nayyar , Director

Nayaki Nayyar is a member of our Board, having served on the Tech Data board since 2020, and has served as Executive Vice President and Chief Product Officer at Ivanti since May 2020. Prior to joining Ivanti, Ms. Nayyar served as President of Digital Services Management at BMC Software, Inc., and in key roles including General Manager and Global Head of the IoT division, at SAP SE. Ms. Nayyar also served as Vice President and Chief Technical Officer, Enterprise Architecture and Application Services, at Valero Energy Corporation, an international petroleum company. In addition to TD SYNNEX, Ms. Nayyar serves on the boards of directors for Veritone Inc., and Corteva. She earned her bachelor’s degree in mechanical engineering from Osmania University and an M.S. in computer science from the University of Houston.

Chair of the Nominating and Governance Committee

Member of the Compensation Committee

Matthew Nord , Director

Matthew Nord is a member of our Board, having served on the Tech Data board since 2020, and is the Co-Lead Partner of Private Equity at Apollo. Prior to joining Apollo in 2003, Mr. Nord was a member of the Investment Banking division of Salomon Smith Barney Inc. In addition to TD SYNNEX, Mr. Nord serves on the boards of directors of ADT, Intrado, and Lifepoint Health. Mr. Nord also serves on the board of trustees of Montefiore Health System and on the board of overseers of the University of Pennsylvania’s Weitzman School of Design. Mr. Nord graduated summa cum laude with a BS in economics from the University of Pennsylvania’s Wharton School of Business.

Merline Saintil , Director

Merline Saintil joined the TD SYNNEX Board in 2021 and has over 20 years of experience as a technology and business executive, serving in a variety of leadership roles at Fortune 500 and private companies, including Intuit, Yahoo!, PayPal, Adobe, Joyent and Sun Microsystems. In addition to TD SYNNEX, Ms. Saintil serves on the boards of Rocket Lab, Lightspeed, Banner Corporation and Evolv Technology. Ms. Saintil is Lead Independent Director at Rocket Lab, a member of the Risk Committee and Compensation Committee at Banner Corporation and a member of the Audit Committee at Evolv Technology. Ms. Saintil holds a Bachelor of Science degree from Florida A&M University and a Master of Science degree from Carnegie Mellon University, in addition to completing Stanford Directors’ College and Harvard Business School’s executive education program.

Member of the Audit Committee

Ann Vezina, Lead Director

Ann Vezina is a member of our Board, having served on the SYNNEX Board since 2017. Ms. Vezina has served in a variety of leadership roles, including as Corporate Vice President, Human Resources and Corporate Vice President and Chief Operations Officer for Xerox Business Services, LLC. Previously, Ms. Vezina served as Executive Vice President and Group President, Commercial Solutions for Affiliated Computer Services, Inc. before the acquisition of ACS by Xerox Corporation in 2010 and began her career with Electronic Data Systems. In addition to TD SYNNEX, Ms. Vezina serves on the Board of Directors of Concentrix Corporation, where she is the Chair of the Nominating and Governance Committee and a member of the Compensation Committee. Ms. Vezina graduated with a Bachelor of Science in Business Administration from Central Michigan University.

Member of the Audit Committee

Lead Independent Director

Duane Zitzner, Director

Duane Zitzner is a member of our Board, having served on the SYNNEX Board since 2007. Mr. Zitzner served as Interim Chief Executive Officer of National ICT Australia Limited (NICTA) from December 2014 to June 2015, in addition to running his own consulting firm since January 2005. Prior to that, Mr. Zitzner served as Executive Vice President of the Personal Systems Group at Hewlett-Packard Company from 2002 until his retirement in December 2004. Prior to his appointment as Executive Vice President at Hewlett-Packard Company, Mr. Zitzner spent several years in various executive positions at Hewlett-Packard Company, including three years as President of Computing Systems and three years as Vice President and General Manager of the Personal Systems Group. Mr. Zitzner received a Bachelor of Science degree in Mathematics from the University of Wisconsin – Madison and did advanced studies in Computer Science at the University of Minnesota – Twin Cities.

Chair of the Audit Committee

Financial Expert

Committee Composition

Governance Documents

The Board of Directors of TD SYNNEX Corporation (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Download Description

SYNNEX Corporation Code of Ethical Business Conduct

TD SYNNEX Shared Principles - English

TD SYNNEX Shared Principles – Cantonese (Simplified)

TD SYNNEX Shared Principles – Cantonese (Traditional)

TD SYNNEX Shared Principles – Czech

TD SYNNEX Shared Principles – French

TD SYNNEX Shared Principles – German

TD SYNNEX Shared Principles – Indonesian

TD SYNNEX Shared Principles – Italian

TD SYNNEX Shared Principles – Japanese

TD SYNNEX Shared Principles – Malay

TD SYNNEX Shared Principles – Dutch

TD SYNNEX Shared Principles – Polish

TD SYNNEX Shared Principles – Portuguese

TD SYNNEX Shared Principles – Spanish

TD SYNNEX Shared Principles – Turkish

TD SYNNEX Shared Principles – Vietnamese

Corporate Governance Guidelines

Conflict Minerals Policy Statement

Whistleblower Policy

Committee Charters

Download Description

Audit Committee Charter

Compensation Committee Charter

Nominating and Governance Committee Charter

Contacting the Board of Directors

You can contact TD SYNNEX' Corporation's Board of Directors to provide comments, to report concerns, or to ask a question, at the following address. You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party.

Corporate Secretary
TD SYNNEX Corporation
44201 Nobel Drive
ATTN: David Vetter
Fremont, CA 94538
United States

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the TD SYNNEX Corporation board of directors has requested that certain items which are unrelated to the duties and responsibilities of the board should be excluded, such as:

Product complaints
Product inquiries
New product suggestions
Resumes and other forms of job inquiries
Surveys
Business solicitations or advertisements

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-management director upon request. You may also communicate online with our Board of Directors as a group.

Reporting Hotline

As a publicly traded company, SYNNEX has a responsibility to its shareholders. The Company is committed to maintaining compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. If you are aware of or suspect a violation of our accounting or auditing standards, instances of corporate fraud or violation of applicable laws ("Compliance Matters") you must report immediately to the management of the Company through one of the various reporting mechanisms described below. The Company's Audit Committee will oversee treatment of concerns in this area.

The Company's Audit Committee has established the following procedures for (1) the confidential, anonymous submission by of concerns regarding Compliance Matters and (2) the receipt, retention, and treatment of complaints regarding Compliance Matters.

Submission of Complaints

Employees, officers, directors, and external parties may report evidence of wrongdoing, complaints, or concerns relating to Compliance Matters to the Chair of the Audit Committee or Allison Leopold Tilley of Pillsbury Winthrop LLP, the Company's outside legal counsel, at any time. This report may be made in person or in writing, and may be anonymous, at the reporter’s discretion, through the following:

Reporting Hotline:

https://tdsynnex.ethicspoint.com

Select “Report a concern by phone” to find a phone line.

Duane Zitzner
Chair of the Audit Committee
44201 Nobel Drive
Fremont, California 94538
(510) 668-3434 (Telephone)
(510) 668-3707 (Facsimile)

Allison M. Leopold Tilley
Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street
Palo Alto, California 94304-1115
(650) 233-4518 (Telephone)
(650) 233-4545 (Facsimile) allison@pillsburylaw.com (E-mail)

Governance