SCSC DEF 14A Report ended Dec. 9, 2025

Letter from our Chair and Chief Executive Officer

Dear Shareholders:

Thank you for your investment in ScanSource, Inc. On behalf of ScanSource’s Board of Directors, it is my pleasure to invite you to participate in the upcoming 2025 Annual Meeting of Shareholders and encourage you to review the attached Notice of Annual Meeting of Shareholders and Proxy Statement and vote using the attached proxy card.

I want to take this opportunity to share the Board’s priorities for creating long-term shareholder value and to highlight some important developments at ScanSource this year:

Our Performance in Fiscal 2025: As we look back on our full year results, we delivered strong free cash flow and gross profit growth with expanded margins. Full year net sales totaled just over $3 billion, a year-over-year decline of 6.7%, from softer demand in a more cautious technology spending environment. However, gross profits of $408.6 million and adjusted EBITDA* of $144.7 million grew by 2.4% and 2.8%, respectively. Gross profit margins increased 120 basis points year-over-year to 13.4%, and adjusted EBITDA margins increased 45 basis points to 4.76%. For the full year, recurring revenues represented 32.8% of our consolidated gross profits compared to 27.5% last year. The higher contributions and concentration of netted-down revenues is the primary driver of our improved margins. Non-GAAP net income of $85.1 million is an increase of 9.6% over last year, and full year free cash flow of $104 million represents a 122% conversion of our non-GAAP net income. Non-GAAP EPS of $3.57 increased by 15.9% year-over-year, including the benefit of share repurchases which totaled $106.5 million.

Our balance sheet is strong, ending fiscal 2025 with $126 million in cash and $112.3 million of operating cash flow and $104.1 million of free cash flow (non-GAAP). Adjusted ROIC* for the year increased to 13.6%.

The Resourcive and Advantix acquisitions we completed in August of 2024 were accretive to both non-GAAP EPS and adjusted ROIC for the year. We’re pleased with their contributions and what they bring to our channel capabilities as we execute our strategic plans. We have an active pipeline of acquisition targets for both business segments which could expand our capabilities and help us drive additional value across our partner ecosystem while supporting our strategic goals. As we think about delivering on our strategic plans, our capital allocation priorities are to maintain discipline in evaluating M&A opportunities and to continue share repurchases while maintaining a targeted net debt leverage of 1 to 2 times adjusted EBITDA.

Fiscal 2026 Outlook: For fiscal 2026, we are excited about the growth opportunities ahead for our channel partners and the expanding role for ScanSource as a differentiated leader in a converging technology ecosystem. The convergence of IT, connectivity, and cloud computing is propelling a shift toward converged solutions that are redefining success in technology distribution. We are well positioned to build cutting edge skills, capabilities, and expertise to excel in a device-connected, cloud-driven world. We believe IT decision makers face increasing complexity given the need for integration and the number of solutions, especially as advanced technologies like AI become part of the solution.

We see connecting our channel partners with innovative, converged solutions as the future of technology distribution. Our multiple sales channels are a key competitive advantage for ScanSource with our suppliers as they seek new routes to market. This is the vision for our strategic plan and our new three-year strategic goals. Our goals reflect our confidence in our profitable growth strategy to deliver complex, converging solutions for our partner community that will increase our addressable market. We’ve: (i) updated our targets for adjusted EBITDA margin, the percentage of gross profits from recurring revenue, and ROIC, (ii) included gross profit growth as a better metric to represent business growth, and (iii) introduced a new free cash flow metric:

These goals reflect our confidence in our strategy and the drivers we have to create long-term value for our shareholders.

Board Composition: Overseeing our business is a Board that is actively engaged in ensuring that management develops and executes our differentiated technology distribution strategy. Our Board consists of a group of highly skilled directors with diverse backgrounds who bring knowledge, experience and enthusiasm to the Company and are committed to driving long term value for our shareholders.

People and Culture: The Company and the Board believe that our purpose remains clear: to serve as a trusted partner, delivering exceptional value in every market environment. This commitment is brought to life each day through the dedication and expertise of our people, which is our competitive advantage. By staying true to our core values and aligning our strategies with evolving customer needs, we help our channel sales partners thrive in dynamic technology markets. Our people and culture are at the heart of ScanSource’s success. In fiscal 2025, we made progress advancing several people and culture initiatives:

These initiatives foster a more connected and collaborative workforce ready for future innovative opportunities.

Corporate Citizenship: Giving back to our communities is a core value at ScanSource. Over the past year, we deepened our community engagement by volunteering as a local elementary school PTA, launching a share grant program with our channel sales partners, and taking action to help others impacted by Hurricane Helene. These efforts, rooted in our people-first approach, underscore our dedication to making a meaningful impact in the communities where we live and work. Looking ahead, we remain focused on the corporate citizenship priorities that matter most to our business and stakeholders. Our commitment to people and culture drives lasting business relationships and channel success. Leading with our people and guided by our core values, we are committed to sustainable growth and a resilient future for ScanSource.

Shareholder Engagement Efforts: Engaging with our shareholders and considering their views as we make decisions is an important part of the Board’s commitment to strong corporate governance. Our engagement efforts focus on building relationships, expanding dialogue to cover strategy and governance topics and collecting shareholder feedback. This dialogue helps us to better understand shareholders’ views on a variety of relevant issues, including Company strategy and performance, board composition and refreshment, executive compensation and governance practices. The Board continues to encourage you to share your opinions with us.

We look forward to the year ahead, and, on behalf of the Board, we thank you for your continued support.

Best regards,

Michael L. Baur

Chair and Chief Executive Officer

Notice of Annual Meeting of Shareholders

Tuesday, December 9, 2025

9:00 a.m., Eastern Standard Time

The Annual Meeting of Shareholders (the “Annual Meeting”) of ScanSource, Inc. will be held at 9:00 a.m., Eastern Standard Time, on Tuesday , December 9 , 2025 at our principal executive offices located at 6 Logue Court, Greenville, South Carolina 29615, for the following purposes:

Only shareholders whose names appear of record on our books at the close of business on October 3, 2025 will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof.

You are cordially invited to attend the Annual Meeting in person, but if you are unable to do so, please vote via the Internet, by telephone or by marking, signing and dating your proxy card and returning it in the postage-paid envelope provided. You are entitled to revoke your proxy at any time before it is exercised, and, if you attend the Annual Meeting, you may also revoke your proxy by voting in person. Voting via the Internet, by telephone or by written proxy card will ensure your representation at the Annual Meeting regardless of whether you attend in person.

Shareholders are being notified of the Proxy Statement and the form of proxy on or about October 23, 2025. We encourage you to access and review the Proxy Statement and Annual Report prior to voting.

By Order of the Board of Directors,

Michael L. Baur

Chair and Chief Executive Officer

October 23, 2025

Proxy Summary

Table of Contents

Annual Meeting Information

The enclosed proxy is solicited by the Board of Directors (the “Board of Directors” or the “Board”) of ScanSource, Inc. for the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 9:00 a.m., Eastern Standard Time, on Tuesday, December 9, 2025 at our principal executive offices located at 6 Logue Court, Greenville, South Carolina 29615 and any adjournment or postponement thereof. This Proxy Statement contains information relating to the proposals to be voted upon at the Annual Meeting, the voting process, the Board, the compensation of our named executive officers (“Named Executive Officers” or “NEOs”) and certain other information.

The solicitation of proxies is being made by our directors and employees, and the cost of soliciting proxies will be borne by the Company. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of our common stock, and the Company will reimburse the normal handling charges for such forwarding services. Solicitation of proxies may be made by mail, in person, by telephone or by other electronic means, and by our directors, executive officers and other employees, who will receive no additional compensation for their services.

On or about October 23, 2025, we intend to make this Proxy Statement available online and to mail the Notice of Internet Availability of Proxy Materials to all shareholders entitled to vote at the Annual Meeting.

As used in this Proxy Statement, the terms “ScanSource,” the “Company,” “we,” “us” and “our” refer to ScanSource, Inc. and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only ScanSource, Inc. The term “common stock” means shares of our common stock, no par value per share.

PROPOSALS TO BE CONSIDERED

The following proposals are expected to be voted upon at the Annual Meeting:

VOTE REQUIRED

Only shareholders of record at the close of business on October 3, 2025 (the “record date”) will be entitled to vote at the Annual Meeting, and each share of common stock will be entitled to one vote. At the close of business on the record date, there were 22,067,128 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

All shares of our common stock represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified. If no specification is made, properly executed and returned proxies will be voted (i) “ FOR ” the election of each of the eight director nominees nominated by the Board; (ii) “ FOR ” the approval, on an advisory basis, of the compensation of our NEOs; and (iii) “ FOR ” the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026. Management is not aware of any matters, other than those specified herein, that will be presented for consideration at the Annual Meeting. If other matters are properly presented for consideration at the Annual Meeting, the proxies named on the proxy card will have the discretion to vote on those matters for you.

Our Amended and Restated Bylaws (the “Bylaws”) provide that the presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting and at any adjournment or postponement thereof. Signed proxies that reflect abstentions or broker non-votes (as described below) will be counted for purposes of determining if a quorum is present at the Annual Meeting. If a quorum is not present, the shareholders holding a majority of the shares represented at the Annual Meeting, in person or by proxy, have the power to adjourn the Annual Meeting; however, if the reconvened meeting is more than 120 days after the date of the original meeting, then we must establish a new record date. At any reconvened meeting at which a quorum is present or represented, any business may be transacted that might have been properly transacted at the Annual Meeting as originally scheduled.

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Vote Required

Brokers that are members of certain securities exchanges and that hold shares of our common stock in “street name” on behalf of beneficial owners have authority to vote on certain “discretionary” items when they have not received instructions from beneficial owners. Under applicable securities exchange rules, our proposal to ratify the appointment of the independent registered public accounting firm is considered a discretionary item. However, proposal numbers one and two in this Proxy Statement are considered “non-discretionary” items and brokers cannot vote on these items without instructions, and a “broker non-vote” occurs when brokers do not receive instructions.

Assuming the existence of a quorum at the Annual Meeting:

INTERNET AVAILABILITY OF PROXY MATERIALS

We are furnishing proxy materials to some of our shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials, instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including this Proxy Statement and our Annual Report, and view instructions on how to vote in person, via the Internet, by telephone or by mail. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the Annual Report, this Proxy Statement and other correspondence will be delivered to you via e-mail.

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How to Vote

HOW TO VOTE

Each shareholder is entitled to one vote for each share of common stock held on all matters presented at the Annual Meeting. Shareholders do not have the right to cumulate their votes for the election of directors. To vote any of the following methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Shares may be voted by the following procedures:

		In Person. Shares held directly in your name as the shareholder of record may be voted in person at the Annual Meeting. Shares held in street name may be voted in person by you only if you obtain a legal proxy from the shareholder of record giving you the right to vote the shares. If you need directions to the Annual Meeting, please contact Investor Relations at (864) 286-4892.
		Via the Internet. Shares may be voted via the internet. Your voting instructions will be accepted until 11:59 p.m., Eastern Standard Time, on December 8, 2025.
		By Telephone. Shares may be voted by using any touch-tone telephone by following the instructions on your proxy card. Your voting instructions will be accepted until 11:59 p.m., Eastern Standard Time, on December 8, 2025.
		By Mail. Shares may be voted by marking, signing and dating your proxy card and returning it in the postage-paid envelope found in your proxy package.

Even if you currently plan to attend the Annual Meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting. Submitting your proxy via the internet, by telephone or by mail does not affect your right to vote in person at the Annual Meeting.

VOTING OF PROXIES

By giving your proxy, you grant the right to vote your shares to Stephen Jones, our Chief Financial Officer, and Shana Smith, our Chief Legal Officer and Corporate Secretary. If you return a signed, but unmarked proxy card, your shares will be voted (i) “ FOR ” the election of each of the eight director nominees nominated by the Board; (ii) “ FOR ” the approval, on an advisory basis, of the compensation of our NEOs; and (iii) “ FOR ” the ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026. Management is not aware of any matters, other than those specified herein, that will be presented for consideration at the Annual Meeting. If other matters are properly presented for consideration at the Annual Meeting, the proxies named on the proxy card will have the discretion to vote on those matters for you.

If you are a registered shareholder (meaning a shareholder who holds shares directly in their name and therefore appears on the share register) and have executed a proxy, you may revoke your proxy or change your vote at any time prior to such proxy being exercised. Such right of revocation is not limited by or subject to compliance with any formal procedure, but may be accomplished by (i) voting again via the Internet or by telephone, (ii) requesting, completing and returning a second proxy card bearing a later date, (iii) giving written notice of revocation to the Corporate Secretary of the Company at ScanSource, Inc., 6 Logue Court, Greenville, South Carolina 29615 or (iv) by voting in person at the Annual Meeting.

If your shares are held in the name of a bank, broker or other nominee, you should follow the instructions you receive from the holder of record to revoke or change your voting instructions.

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Corporate Governance

BOARD OF DIRECTORS

Director Independence

In accordance with the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) and the Guidelines, the Board consists of a majority of independent directors. The Board has determined that all members of the Board, other than Michael L. Baur (“Mike Baur” or “Baur”), meet the requirements for being “independent” as that term is defined in the Securities and Exchange Commission (the “SEC”) rules and regulations (the “SEC rules”) and the Nasdaq listing standards.

The Board maintains an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The Board has determined that each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (see membership information below under “—Committees of the Board”) is independent, including that each member of the Audit Committee is “independent” as that term is defined in Rule 10A-3(b)(1)(ii) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, under the Guidelines, executive officers of the Company are prohibited from serving as a director of another company that concurrently employs a director of the Company.

Board Leadership Structure

The Board does not have a set policy regarding the separation of the roles of Chief Executive Officer (the “CEO”) and Chair of the Board (the “Chair”). Mike Baur, who is also the CEO of the Company, serves as Chair of the Board and Peter C. Browning (“Peter Browning” or “Browning”) serves as Lead Independent Director of the Board.

The Board reviews the Company’s Board leadership structure annually. As part of this process, the Board considers the structures used by peer companies, alternative structures and the effectiveness of the Company’s current structure. The Board believes that Mike Baur, with his in-depth knowledge and understanding of ScanSource’s business gained from his more than 30 years of employment with the Company, is uniquely positioned to lead the Board, particularly as it focuses on identifying and managing the key strategic risks facing the Company, while the Lead Independent Director provides independent leadership to the directors and serves as an intermediary between the independent directors and the Chair. The Board believes that the resulting structure sends a message to our employees, customers and shareholders that we believe in having strong, unifying leadership at the highest levels of management. At the same time, the Board believes that having a Lead Independent Director with a well-defined role provides an appropriate level of independent oversight and an effective channel for communications when needed.

The Guidelines set forth the role of the Lead Independent Director, who must satisfy our independence standards. The Lead Independent Director has the following duties and responsibilities, among others:

Board and Committee Meetings in Fiscal 2025

The Board met a total of 6 times during fiscal year ending June 30, 2025 (“fiscal 2025”) and committees of the Board met a total of 13 times collectively during fiscal 2025. Each incumbent director attended at least 75% of the aggregate number of meetings of the Board and committees of the Board on which the director served during fiscal 2025. Directors are expected to attend the Company’s annual meeting of shareholders.

Board’s Role in Risk Oversight

The Board, as a whole, actively oversees the risk management of the Company. Risks — the specific financial, operational, business and strategic risks that we face, whether internal or external — are identified by the Board and management together, and then each risk is assigned to either the full Board or a Board committee for oversight in accordance with its charter. Certain business and strategic risks, such as those relating to our products, markets and capital investments, are overseen by the entire Board. The full Board oversees the Company’s risk identification, risk

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Board of Directors

assessment and risk management practices for strategic enterprise risks facing the Company. In addition, each of the standing committees of the Board oversees risks relevant to its scope of review. The Audit Committee oversees management of market and operational risks that could have a financial impact or impact financial reporting, such as those relating to internal controls or liquidity. The Compensation Committee is responsible for managing the risks relating to our executive compensation plans and policies and, in conjunction with the Board, key executive succession. The Nominating and Corporate Governance Committee manages the risks associated with governance issues, such as the independence of the Board. Management regularly reports to the Board or the relevant Board committee on actions that we are taking to manage these risks. In addition, the Board committees annually evaluate compliance with their respective charters, ensuring that the committees are exercising proper oversight.

The Board believes that this division of responsibilities is the most effective risk management approach and that the Board leadership structure supports this approach. As CEO, Mike Baur uses his experience and performance at the Company to function as the Company’s overall leader. In addition, the Board believes that Peter Browning provides leadership and helps guide the Board’s independent oversight of the Company’s risk exposures through his role as Lead Independent Director. Furthermore, as noted above, Board committees comprised solely of independent directors, review and evaluate various areas of significant risk to ScanSource, thereby preserving the benefit of independent risk oversight along with full Board review and responsibility.

Information Security and Cybersecurity

Information security and cybersecurity are critical components of our risk management program and are vital to maintaining our proprietary information and the trust of our customers and employees. Our information security program includes policies and procedures, prevention and detection mechanisms, incident response, business continuity planning and employee compliance and security awareness training. We also engage with third-party information security experts to assess our defense mechanisms and have a cyber risk insurance policy in place that provides coverage for security incident response expenses, certain losses due to network security failures, investigation expenses, privacy liability and certain third-party liability.

Given the importance of information security and privacy to our stakeholders, the Board receives regular reports from senior management assessing our program for managing information security risks, including data privacy and data protection risks.

Director Education

The Company and each Board member are members of the National Association of Corporate Directors (the “NACD”). As members of the NACD and through other external director education service providers, the Company and each Board member have access to various programs, materials, reports and research teams.

Corporate Governance Guidelines

The Board has established Guidelines that address various governance matters, including the role, function, size and composition of the Board, Board tenure, service on other public company boards, conflict of interest issues, executive sessions of non-management directors, shareholder engagement, review of committee charters and the Board self-evaluation process. Copies of the Guidelines and certain other policies adopted by the Board are available on the “Investors” page of the Company’s website, www.scansource.com, under the “Corporate Governance” tab. By referring to the Company’s website, www.scansource.com, or any portion thereof, including the “Investors” page of the Company’s website, the Company does not incorporate its website or its contents into this Proxy Statement.

GENERAL BOARD FUNCTIONS

The Guidelines set forth general functions of the Board, including holding regularly scheduled meetings and special meetings where appropriate; periodically reviewing management’s performance and our organizational structure; regularly reviewing management talent development and succession planning for our NEOs; providing guidance, reviewing and, when appropriate, approving corporate strategy; determining compensation for our NEOs through the Compensation Committee and with advice from the CEO and approving awards of equity-based compensation; overseeing our accounting and financial reporting process and the audits of our financial statements through the Audit Committee; identifying potential candidates for Board membership and regularly reviewing Board succession planning through the Nominating and Corporate Governance Committee; overseeing our risk management activities; and retaining independent advisors on behalf of the Board when appropriate.

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Board of Directors

DIRECTOR RESIGNATION POLICY

Section 4(c) of the Articles provides that directors are elected by a majority of the votes cast on the election of directors in uncontested elections and a plurality of the shares represented in person or by proxy and entitled to vote on the election of directors in contested elections. The Articles and the Guidelines provide that a nominee for director who is an incumbent director will tender their resignation to the Nominating and Corporate Governance Committee for its consideration if, in an uncontested election, the director fails to receive an affirmative majority of the votes cast. The Board, on recommendation from the Nominating and Corporate Governance Committee, will then determine whether to accept the director’s resignation.

RETENTION OF INDEPENDENT ADVISORS

The Guidelines provide that the Board may retain independent advisors when appropriate.

SUCCESSION PLANNING

The Board engages in an active succession planning process. On an annual basis, with the assistance of our CEO, the Board reviews the potential in-house candidates for each of the critical senior management positions and identifies areas of growth for those candidates that will best enable them to fill any need that we might have. Where there is not a satisfactory in-house candidate for a position, the Board considers whether outside candidates are likely to be available in a timely manner and whether other alternatives need to be considered. The Nominating and Corporate Governance Committee also regularly reviews Board succession planning and identifies potential candidates for nomination for election to the Board, with the objective being that all new, non-CEO candidates will be independent.

BOARD TENURE

The Board is elected annually and is not classified. The Board does not have a mandatory retirement age or term limits for directors. We believe our shareholders benefit from continuity of directors. To ensure the Board continues to generate new ideas and operate effectively, the Nominating and Corporate Governance Committee evaluates each individual Board member’s performance and takes steps as necessary regarding continuing director tenure. The Nominating and Corporate Governance Committee considers each director’s age and length of tenure when considering Board composition and seeks to maintain a balance of experience and continuity, along with fresh perspectives.

BOARD SIZE

The size of the Board may be increased or decreased by resolution of the Board.

INDEPENDENCE OF BOARD

The Guidelines provide that a majority of the Board at all times will be independent. Through the Nominating and Corporate Governance Committee, the Board will identify potential candidates for nomination for election to the Board with the objective being that all new, non-employee candidates will be independent. The Board, with the assistance of the Nominating and Corporate Governance Committee, will determine the independence of the non-management directors on an annual basis. The Board has determined that each of Peter Browning, Frank E. Emory, Jr. (“Frank Emory” or “Emory”), Charles A. Mathis (“Charles Mathis” or “Mathis”), Vernon J. Nagel (“Vernon Nagel” or “Nagel”), Dorothy F. Ramoneda (“Dorothy Ramoneda” or “Ramoneda”), Jeffrey R. Rodek (“Jeffrey Rodek” or “Rodek”), and Elizabeth O. Temple (“Elizabeth Temple” or “Temple”) meet the requirements for being “independent” as that term is defined in the SEC rules and the Nasdaq listing standards. Mike Baur is the only management member of the Board.

COMPOSITION OF BOARD

The Nominating and Corporate Governance Committee regularly reviews skills, expertise, background and other characteristics of existing and potential director candidates in deciding on nominations for election to the Board by our shareholders or for appointment to the Board. The Nominating and Corporate Governance Committee seeks director nominees that would complement and enhance the effectiveness of the existing Board with respect to skills, knowledge, perspectives, experience, background and other characteristics.

SERVICE ON OTHER PUBLIC COMPANY BOARDS

The Guidelines provide that a non-management director may serve on no more than four public company boards of directors (including the Board) and no more than three public company audit committees. The Guidelines further provide that the CEO of the Company may serve on no more than two public company boards of directors (including the Board). All members of the Board, including the CEO, were in compliance with the guidelines regarding service on boards and audit committees of other public companies as of the date of this Proxy Statement.

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Board of Directors

EXECUTIVE SESSIONS OF NON-MANAGEMENT DIRECTORS

Pursuant to the Guidelines, the non-management directors must meet regularly as a board and in committees in executive session, without the participation of the CEO or other members of the Company’s management. Our non-management directors met regularly in executive session during fiscal 2025 Board and committee meetings.

DIRECTOR EVALUATIONS AND REVIEWS

In accordance with the Guidelines, the Board and the Nominating and Corporate Governance Committee conduct annual performance reviews of the Board and its committees. As a part of the evaluation process, the Board and each of the Board committees meet and discuss self-assessments and corporate governance matters.

ANTI-PLEDGING POLICY

Under the Company’s anti-pledging policy, directors, officers and employees of the Company are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. All our executive officers and directors were in compliance with this policy as of the date of this Proxy Statement.

ANTI-HEDGING POLICY

Under the Company’s anti-hedging policy, directors, officers and employees of the Company are prohibited from engaging in hedging transactions. All our executive officers and directors were in compliance with this policy as of the date of this Proxy Statement.

Shareholder Engagement

Engagement with our shareholders remains a key focus for ScanSource and an important part of the Board’s governance commitment. Our recent engagement efforts focused on developing relationships, expanding dialogue to cover strategy and governance topics and collecting shareholder feedback. We pursue multiple avenues for shareholder engagement, including:

Over the past year, we reached out to shareholders representing over 60% of shares outstanding and we held engagement calls with some of our largest shareholders, which represent nearly 28% of shares outstanding. During these conversations, we heard from shareholders regarding the Board composition, corporate governance policies and executive compensation practices, as well as our policies on corporate citizenship responsibility. These engagements continue to provide us with valuable feedback that allows the Board to better understand our shareholders’ priorities and perspectives and to incorporate them into our deliberations and decision making.

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Committees of the Board

COMMITTEES OF THE BOARD

The Board has standing Audit, Compensation, and Nominating and Corporate Governance Committees, each of which has a written charter. Copies of the charters for the standing Board committees are available on the “Investors” page of our website, www.scansource.com , under the “Corporate Governance” tab. Committee members and committee chairs are appointed by the Board. The following table reflects the membership of each of the Board’s committees and the Chair of each of the Board’s committees:

		BOARD OF DIRECTORS		AUDIT COMMITTEE		COMPENSATION COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Michael L. Baur		Chair
Peter C. Browning								Chair
Frank E. Emory
Charles A. Mathis				Chair
Vernon J. Nagel
Dorothy F. Ramoneda
Jeffrey R. Rodek
Elizabeth O. Temple						Chair

Audit Committee

The functions of the Audit Committee include selecting the independent registered public accounting firm; reviewing the scope of the annual audit undertaken by the independent registered public accounting firm and the progress and results of its work; overseeing the quality, adequacy and effectiveness of our data security, privacy, technology and information security policies, procedures and internal controls; reviewing our financial statements and our internal accounting and auditing procedures; and overseeing our internal audit function. The Audit Committee met 4 times during fiscal 2025. Each member of the Audit Committee meets the independence requirements for audit committee members as set forth in the Nasdaq listing standards and the Exchange Act. The Board has determined that (i) each of Peter Browning, Charles Mathis, Vernon Nagel, Jeffrey Rodek and Elizabeth Temple is an “audit committee financial expert” within the meaning of the SEC rules and (ii) all Audit Committee members meet the Nasdaq listing standard of financial sophistication.

Compensation Committee

The functions of the Compensation Committee include reviewing and approving executive compensation policies and practices; reviewing salaries and bonuses for our NEOs; overseeing our equity-based compensation plans; overseeing compensation risk assessment; and considering such other matters as may from time to time be referred to the Compensation Committee by the Board. The Compensation Committee met 5 times during fiscal 2025. Each member of the Compensation Committee meets the independence requirements for compensation committee members as set forth in the Nasdaq listing standards. See “Executive Compensation — Compensation Discussion and Analysis” for a further discussion of the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation.

Nominating and Corporate Governance Committee

The functions of the Nominating and Corporate Governance Committee include identifying individuals qualified to serve on the Board and recommending to the Board the slate of director nominees for election at each annual meeting of shareholders; assisting the Board in fulfilling its oversight responsibilities under the Nasdaq listing standards, the Articles and the Bylaws and South Carolina law; and implementing our programs for complying with the SEC rules and the Nasdaq listing standards (in conjunction with the Audit Committee, where necessary or appropriate) as well as other Nasdaq rulemaking initiatives pertaining to corporate governance considerations. The Nominating and Corporate Governance Committee met 4 times during fiscal 2025. Each member of the Nominating and Corporate Governance Committee meets the independence requirements as set forth in the Nasdaq listing standards.

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Candidates for the Board

CANDIDATES FOR THE BOARD

The Nominating and Corporate Governance Committee will identify and screen potential nominees for directors, including nominees recommended by shareholders or third-party search firms, and recommend nominees to the Board. See “Shareholder Proposals” for a discussion of the Company’s policies for shareholder nominees for directors. The Nominating and Corporate Governance Committee has not adopted specific objective requirements for service on the Board. Instead, the Nominating and Corporate Governance Committee will consider various factors in determining whether to recommend to the Board potential new board members, or the continued service of existing members, including the nominee’s experience and skills and whether such experience or skills are particularly relevant to us; whether the nominee would be an independent director under Nasdaq listing standards and applicable law; and, in the case of existing members, the nominee’s contributions as a member of the Board during their prior service. Generally, the Board considers such factors as race, age, gender, national origin and other factors as part of the consideration with regard to diversity. The Nominating and Corporate Governance Committee strives to nominate directors with a variety of complementary skills so that the Board, as a whole, will possess the appropriate talent, skills and expertise to oversee our business. The Nominating and Corporate Governance Committee may engage a third-party search firm to assist the committee in locating, recruiting and vetting potential candidates for election or appointment as directors.

Board Skills & Composition

The matrix below provides information regarding the current members of the Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which the Board believes are relevant to our business and industry and demographic information. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute with respect to any of our directors is not marked does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, experience or attribute listed below may vary among the members of the Board.

Michael L. Baur

Peter C. Browning

Frank E. Emory

Charles A. Mathis

Vernon J. Nagel

Dorothy F. Ramoneda

Jeffrey R. Rodek

Elizabeth O. Temple

Knowledge, Skills, Experiences and Attributes

Audit & Internal Controls

Board Governance

CEO – Current or Former

Compensation & Benefits

Distribution & Channel Industry

Information Technology & Security

International Business

Investor Relations

Operations

Public Company Board (not SCSC)

Public Company Executive Role

Risk Management

Strategy & Acquisitions/Divestitures

Tax & Treasury

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Certain Relationships and Related Party Transactions

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Audit Committee reviews and, if appropriate, approves or ratifies all transactions that could potentially be required to be reported under Item 404 of Regulation S-K under the Exchange Act in accordance with Nasdaq listing standards.

In addition, the Audit Committee’s charter requires the Audit Committee to review all director and officer related party transactions and potential conflicts of interests on an ongoing basis and to review a summary of the same on an annual basis. The Audit Committee’s charter also requires the Audit Committee to review our conflict-of-interest policy (which is a part of our Code of Conduct) and compliance with that policy on an annual basis.

We are not aware of any transaction required to be reported under Item 404 of Regulation S-K under the Exchange Act since the beginning of fiscal 2025 for which our policies and procedures did not require review, approval or ratification or for which such policies and procedures were not followed.

There are no family relationships between any executive officer, director or nominee for director, and there are no arrangements or understandings between any director or nominee for director and any other person pursuant to which such person was selected as a director or nominee for director of the Company.

COMMUNICATIONS WITH THE BOARD

The Board recognizes that creating long-term value for shareholders will require consideration of concerns of shareholders and other stakeholders in the industry and communities in which the Company operates. Shareholders and other interested parties may send written communications to the Board, the Chair or the Lead Independent Director (as applicable), or to one or more independent directors, by directing such communication to our Corporate Secretary, Shana Smith, by mail at ScanSource, Inc., 6 Logue Court, Greenville, South Carolina 29615, or by e-mail to legal@scansource.com. All written communications will be compiled by the Corporate Secretary and promptly submitted to the individual director(s) being addressed or to the chair of the committee whose areas of responsibility include the specific topic addressed by such communication, or, in all other cases, to the Chair. The Company generally will not forward to directors a communication that the Corporate Secretary determines to be primarily commercial in nature, relates to an improper or irrelevant topic or requests general information about the Company.

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Corporate Citizenship Strategy and Progress

CORPORATE CITIZENSHIP STRATEGY AND PROGRESS

In September 2025, the Company issued its Corporate Citizenship report for fiscal 2025.

ScanSource’s Corporate Citizenship Steering Committee – a cross-functional team with members across the business – has guided our strategy and driven progress, including the development of its Corporate Citizenship reports. As we continue to advance our business, we remain focused on the corporate citizenship topics that matter most to our key stakeholders, including employees, channel sales partners, suppliers, investors, and the communities we serve. Building on how ScanSource embeds corporate citizenship considerations into business strategy, the report emphasizes ScanSource’s commitment to people, culture, and communities.

The report can be found at www.scansource.com/about/responsibility . Select highlights include:

The report also outlines our continued progress on key priorities — particularly in regard to keeping our people and culture front and center, in alignment with our materiality matrix and business goals. We are dedicated to doing what is right for our people. In 2023, we introduced Employee Voices, a new employee engagement survey, and The Bridge, our new digital workplace. Employee Voices participation has been strong, with over 70% of North America employees taking part. Our goal is to listen and create an environment where employees thrive. With nearly 2,000 active users across various regions, the Bridge is a platform for collaboration, sharing updates, and connecting employees with valuable resources. Both company-wide initiatives reinforce our commitment to listening actively, inspiring action, enhancing global communication and enriching our Company culture.

At ScanSource, we prioritize our Corporate Citizenship strategy to focus on what matters most for our business and stakeholders. Leading with our people and guided by our core values, we continue to make great strides and prepare for a bright future ahead.

INCLUSION AND BELONGING

ScanSource was built on the foundation of seven core values, one being the commitment to an environment that respects and values the diverse backgrounds, interests and talents of the Company’s employees. ScanSource’s Inclusion and Belonging (“I&B”) Work Team is an employee-led group focused on sharing insights, ideas, and opinions from our employee base to support our goal of fostering a workplace of inclusion and belonging. Our I&B initiatives focus on awareness and education, employee network groups, and community-focused events.

Select highlights include:

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Supply Chain Resilience

SUPPLY CHAIN RESILIENCE

We are committed to building a supply chain that is focused on shared values and sustainability. ScanSource’s continued success is built on being a values-driven company, which is understood by all members of the ScanSource team. As a distributor of technology solutions and not a manufacturer, ScanSource is not an emissions-intensive business and has lower exposure to risks such as product redesign costs and responsible mineral sourcing.

Our opportunities in clean technology and supporting sustainable life-cycle products are attributed to our distribution portfolio, and we are supportive of our suppliers’ efforts to bring to market more products of this type. Additionally, our Business Partner Code of Conduct requires that our suppliers and partners throughout the supply chain are dedicated to the values of corporate social responsibility, fairness, and ethics. Supplier selection is a key topic for our business, and we continue to examine existing policies and procedures to better understand our risk areas and opportunities to choose suppliers with a more positive environmental impact whenever possible.

CHARITABLE ACTIVITIES

Shortly after our founding in 1992, we formed the ScanSource Charitable Foundation to support our commitment to giving back to our communities through investments of time, talent and resources where we have operations. Our philanthropic efforts support the following areas of focus for giving back: community, education, environment, welfare of children and workforce development. In 2024, the ScanSource Charitable Foundation donated approximately $0.6 million to a variety of non-profit organizations in communities in which our offices are located. Since our founding in 1992, ScanSource has invested more than $22 million in our communities focused on community enrichment, education, environment, leadership development, recruiting, welfare of children and workforce development. Our employees and executives also generously devote their time to serve as volunteers in the community and local schools, colleges and universities. ScanSource volunteers contributed over 2,000 hours in 2024 to support our local communities. These efforts positively impact our business, as we increase community support, provide our employees with greater opportunities for leadership development and training, and improve the job satisfaction of our employees.

DATA SECURITY AND PRIVACY

At ScanSource, we continuously monitor the ever-changing landscape of cybersecurity and infrastructure while empowering our people to uphold a strong security awareness culture. We are dedicated to safeguarding and protecting customer, supplier, employee, and Company data through our cybersecurity measures and controls listed in our ScanSource Privacy Policy. We have internal and public-facing policies that support our data security and customer privacy efforts.

As part of our cybersecurity program, our employees receive monthly, mandatory security training and awareness alerts to ensure responsibilities are understood and best practices are followed. Training topics have included phishing, ransomware, and current landscape threats. ScanSource’s management engages in cybersecurity tabletop exercises to advance preparedness in cybersecurity threat scenarios. In addition to mandatory security training, our IT team hosted webinars focused on generative AI safety, reporting security risks, password safety, messaging-app recommendations, internet safety for children, and fraud attacks. Supplemental resources were also provided to educate employees on phishing, password protection, and top cybersecurity best practices for increased safety at work and home.

The Company understands the importance of security and makes every effort to ensure that partner information is safeguarded. We recognize that the confidentiality, integrity, and availability of information created, maintained, transmitted, and stored is vital. We constantly assess and improve our security practices in all relevant areas, including access control, remote access, personnel security, systems and communications protection, media protection, change management, data backup and recovery, audit logging, vulnerability and patch management, physical security, configuration management, and system and information integrity.

ScanSource follows the Payment Card Industry’s Data Security Standard (PCI/DSS) and complies with applicable data privacy regulations. Our efforts allow us to oversee new regulations that are applicable in areas in which we conduct business.

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Data Security and Privacy

The need for rapid response is integral in carrying out our information security initiatives. We have a Cyber Incident Response Team (CIRT) with established relationships with digital forensics and incident response (DFIR) service providers that are prepared for appropriate response to cybersecurity threats or incidents. We continue to adopt a forward-thinking view of business decisions, including the continual review of relevant risks that may have an impact on information security. The Company’s management and Board view this as one of their primary responsibilities and fundamental to business best practices, with our Board receiving regular updates on the topic. We will continue to evolve our Corporate Citizenship program in a manner that is beneficial to the Company and our stakeholders.

ScanSource publishes a Corporate Citizenship report that is periodically updated and, while it can be found at www.scansource.com/about/responsibility . The Corporate Citizenship report is not being incorporated by reference into this Proxy Statement.

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Proposal Number 1 – Election of Directors

The Board currently consists of eight members and has no vacancies. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the eight persons listed below for election as directors at the Annual Meeting. If elected, each nominee will serve until their term expires at the 2026 Annual Meeting of Shareholders and until their successor is duly elected and qualified. All the nominees are currently serving as directors and were elected to the Board at the Company’s Annual Meeting of Shareholders held on December 10, 2024. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. We believe that each of the nominees has served our shareholders’ interests well during their tenure as a director and will continue to do so. We believe that the Company and our shareholders benefit from the wide variety of industry and professional experience that characterizes the members of the Board.

Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board.

INFORMATION REGARDING NOMINEES FOR DIRECTOR

The following sets forth certain information regarding the proposed nominees, including each director’s specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee is well-qualified to serve as a member of the Board.

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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Director Compensation Table

DIRECTOR COMPENSATION TABLE

The table below sets forth the compensation paid to each non-employee director who served on the Board of Directors in fiscal 2025. Mike Baur, as an employee of ScanSource, did not receive compensation (other than his compensation as CEO of the Company) for his service on the Board.

In fiscal 2025, the Board approved increases to the annual cash and equity retainers payable to directors.

Cash Retainers

Directors who are not our employees are paid an annual retainer of $90,000. An additional annual retainer of $70,000 is paid, as applicable, to a non-executive chair or lead independent director of the Board. An additional annual retainer of: (i) $25,000 is paid to the chair of the Audit Committee, (ii) $20,000 is paid to the chair of the Compensation Committee, and (iii) $15,000 is paid to the chair of the Nominating and Corporate Governance Committee. Annual service for this purpose relates to the Company’s fiscal year. All directors are reimbursed for expenses incurred in connection with the performance of their service as directors as well as the cost of any director education. Directors may elect to receive any portion of their cash fees in shares.

Equity Retainers

Under the terms of our non-employee director compensation program, our non-employee directors receive an annual equity retainer in the form of restricted stock awards or restricted stock units that is generally granted at the same time as the annual equity awards for our employees. In addition, non-employee directors also may be eligible to receive other awards under the 2024 Omnibus Incentive Compensation Plan.

For directors serving on the Board on the date of the fiscal 2024 annual meeting of shareholders, the number of shares subject to such director’s annual equity retainer was determined by dividing $160,000 by the closing price per share of the Company’s common stock on the date of grant. Any director who first becomes a non-employee director on a date other than a regularly scheduled annual meeting of shareholders will receive a restricted stock unit for a pro-rated number of shares of common stock.

In fiscal 2025, directors received their equity retainer under the 2021 Omnibus Incentive Compensation Plan and going forward the equity retainer will be granted under the Company’s 2024 Omnibus Incentive Compensation Plan. All equity retainers, granted under either the 2021 Omnibus Incentive Compensation Plan or 2024 Omnibus Incentive Compensation Plan will vest in full on the day that is one year after the date of grant, or upon the earlier occurrence of (i) the director’s termination of service as a director by reason of death, disability or retirement or (ii) a change in

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Director Compensation Table

control of the Company. If a director terminates service for any other reason, he or she will forfeit all of their right, title and interest in and to the unvested equity award as of the date of termination, unless the Board determines otherwise. Each non-employee director can elect to defer their equity retainer under the ScanSource, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”).

In August 2025, the Board approved changes to our Equity Award Grant Policy. As a result, effective for the fiscal 2026 equity retainers, the number of shares subject to either the restricted stock award or restricted stock units will be determined by using the average closing price of our stock for the 10-day trading period ending on the date of grant.

Stock Ownership and Retention Policy

Under the equity ownership policy, directors are expected to hold five times their annual Board cash retainer in Company securities. The policy also incorporates a retention requirement by requiring such persons to retain 50% of the net shares resulting from the vesting of certain awards until the required ownership under the policy is met. As of the end of fiscal 2025, all directors were in compliance with this policy.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board unanimously recommends that shareholders vote “FOR” the election of each of the eight nominees previously listed in this Proxy Statement. Unless otherwise specified, proxies will be voted “FOR” the election of each of the eight nominees previously listed in this Proxy Statement.

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Proposal Number 2 – Advisory Vote To Approve Named Executive Officer Compensation

BACKGROUND OF THE PROPOSAL

As required by Section 14A of the Exchange Act, we are providing our shareholders with the opportunity at the Annual Meeting to vote on a non-binding advisory resolution, commonly known as a “say-on-pay” proposal, approving the compensation of our NEOs. The Company holds this non-binding advisory vote annually. There have been no material changes to our compensation policies this year. This vote is not intended to address any specific item or element of compensation or the compensation of any specific NEO, but rather the overall compensation of our NEOs and the philosophy, policies and practices used to determine compensation described in this Proxy Statement. A discussion of these items is found in the “Compensation Discussion and Analysis” section of this Proxy Statement.

EXECUTIVE COMPENSATION

The Compensation Committee has overseen the development of a compensation program designed to attract, retain and motivate executives who enable us to achieve our strategic and financial goals. The Compensation Discussion and Analysis and the executive compensation tables regarding NEO compensation, together with the accompanying narrative disclosure, illustrate the trends in compensation and the application of our compensation philosophy, policies and practices for the years presented. Highlights of our compensation program include the following:

The Compensation Committee believes that our executive compensation program achieves an appropriate balance between fixed compensation and variable incentive compensation, pays for performance and promotes an alignment between the interests of our NEOs and our shareholders. Accordingly, we are asking our shareholders at the Annual Meeting to vote “FOR” the non-binding advisory resolution approving the compensation of our NEOs, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion below.

RESOLUTION

For the reasons stated above, we are asking shareholders to vote, on an advisory basis, “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion, is hereby APPROVED.

EFFECT OF RESOLUTION

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or the Board. However, the Compensation Committee and the Board value the opinions of our shareholders and will take the outcome of the vote into account when considering future executive compensation arrangements for our NEOs.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board believes that our executive compensation program aligns our NEOs’ compensation with the long-term interests of our shareholders. Our program is guided by the philosophy that total executive compensation should vary based on achievement of goals and objectives, both individual and corporate, and should be focused on long-term

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Recommendation of the Board of Directors

strategies to build shareholder value. The Board believes that our philosophy, policies and practices have resulted in executive compensation decisions that are aligned with shareholder interests and that have benefited and will benefit the Company over time.

The Board unanimously recommends that shareholders vote “FOR” the approval, on an advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement. Unless otherwise specified, proxies will be voted “FOR” the approval, on an advisory basis, of the compensation of our NEOs as disclosed in this Proxy Statement.

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Proposal Number 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026, which appointment has been ratified by the Board. The Audit Committee’s appointment of Deloitte was made following a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026. Several firms were invited to participate in this process including Grant Thornton LLP (“Grant Thorton”), which has served as the Company’s independent registered public accounting firm since 2014. See “Audit Committee Report” below for more information.

As a result of this process, following the review and evaluation of the proposals from the participating firms, on October 9, 2025, the Audit Committee approved (i) the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 and (ii) the dismissal of Grant Thornton as the Company’s independent registered public accounting firm, effective upon completion of the interim review of the quarterly information on Form 10-Q for the three months ended September 30, 2025 (the “Effective Date”). Grant Thornton was notified of the dismissal on October 10, 2025. On October 9, 2025, the Company engaged Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026, subject to execution of an engagement letter following the completion of Deloitte’s customary client acceptance procedures and effective on the Effective Date. During the fiscal years ended June 30, 2025 and June 30, 2024, and for the subsequent interim period through October 9, 2025 (the date of Deloitte’s engagement), neither the Company nor anyone on its behalf consulted Deloitte regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Grant Thornton’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2025 and June 30, 2024 did not contain any adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended June 30, 2025 and June 30, 2024, and in the subsequent interim period through October 9, 2025, there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K (“Regulation S-K”) of the rules and regulations of the SEC) with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of such disagreement in connection with its report, or (ii) reportable events (within the meaning of Item 304(a)(1)(v) of Regulation S-K of the rules and regulations of the SEC).

The Company expects that a representative of both Deloitte and Grant Thornton will attend the Annual Meeting, and the respective representative of each firm will have the opportunity to make a statement if the representative desires to do so. The Company also expects that a representative of both Deloitte and Grant Thornton will be available to respond to appropriate questions from shareholders.

Shareholder ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026 is not required by law, but is being presented in the discretion of the Board. If the Company’s shareholders do not ratify this appointment, other independent registered public accounting firms will be considered by the Audit Committee. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

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Fees Paid to Independent Registered Public Accounting Firm

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As reflected in the table below, we incurred fees in fiscal 2025 and fiscal 2024 for services performed by Grant Thornton related to such periods.

AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES

It is the policy of the Audit Committee to pre-approve all audit and permitted non-audit services proposed to be performed by our independent registered public accounting firm. All audit and permitted non-audit services performed in fiscal 2025 were pre-approved by the Audit Committee. The process for such pre-approval is typically as follows: Audit Committee pre-approval is sought at one of the Audit Committee’s regularly scheduled meetings following the presentation of information at such meeting detailing the particular services proposed to be performed. The authority to pre-approve non-audit services may be delegated by the Audit Committee, pursuant to guidelines approved by the Audit Committee, to one or more members of the Audit Committee. None of the services described above were approved by the Audit Committee pursuant to the exception provided by the Exchange Act rules.

The Audit Committee has reviewed the non-audit services provided by Grant Thornton and has determined that the provision of such services is compatible with maintaining Grant Thornton’s independence for the period of time during which it has served as our independent registered public accounting firm.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026. Unless otherwise specified, proxies will be voted “FOR” the ratification of the appointment of Deloitte to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2026.

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Executive Compensation

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Set forth below are the names, ages and professional backgrounds of the executive officers of the Company, including all positions and offices with the Company held by each such person and each such person’s principal occupation or employment during at least the past five years. Each executive officer of the Company is elected by the Board and holds office from the date of election until thereafter removed by the Board.

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the “CD&A”) outlines our executive compensation program for our NEOs listed below. The CD&A provides information about our compensation objectives and practices for our NEOs and explains how the Compensation Committee arrived at its compensation decisions for fiscal 2025.

Executive Summary

2025 Business results

Fiscal 2025 was a year with strong free cash flow and gross profit growth with expanded margins. For fiscal 2025, net sales decreased 6.7% to just over $3.0 billion from softer demand in a more cautious technology spending environment. However, fiscal 2025 gross profits of $408.6 million and adjusted EBITDA of $144.7 million grew by 2.4% and 2.8%, respectively. On a GAAP basis, net income for fiscal 2025 totaled $71.5 million, or $3.00 per diluted share, compared to $77.1 million, or $3.06 per diluted share, for the prior year. Non-GAAP net income of $85.1 million increased 9.6% over the prior year, and non-GAAP EPS of $3.57 increased 15.9% over the prior year. For more information on our non-GAAP measures and reconciliations to GAAP measures, see “Non-GAAP Financial Information” beginning on page 29 of the Annual Report for fiscal 2025 filed with the SEC on August 21, 2025 (the “Annual Report”).

Despite the more cautious technology spending environment that we faced in fiscal 2025, we continued to make progress on our strategic plan of orchestrating complex, converging technology solutions that enable our channel sales partners to meet the technology needs for their end users. With our multiple sales models, we help our channel sales partners deliver converging solutions across hardware, software, and services, including recurring revenue opportunities. Fiscal year 2025 gross profit increased 2.4% year-over-year to $408.6 million with a gross profit margin of 13.4%, up from 12.2% in the prior year. The higher contribution of recurring revenue, which is netted-down revenue, was a primary driver of our improved margins. For fiscal year 2025, the percentage of gross profit from recurring revenue increased to 32.8% from 27.5% for the prior year.

To enhance management’s alignment with shareholders, we revised the metrics for the annual variable performance-based cash incentive awards for our NEOs in fiscal 2025 to add free cash flow conversion and individual performance measures, while continuing to incorporate adjusted EBITDA.

We continued to execute our capital allocation strategy in fiscal 2025 to include both strategic acquisitions and share repurchases. In fiscal 2025, we completed two acquisitions in the different segments of our business that align with our business strategy with total cash paid for acquisitions (initial purchase price) of $56.7 million. Share repurchases totaled $106.5 million for fiscal 2025.

Fiscal 2025 Pay Mix

The Compensation Committee strives to provide our NEOs with a compensation package that balances short-term and long-term compensation. We believe that our current executive compensation program, consisting primarily of a mix of base salary, annual performance-based cash incentive awards and both performance-based and service-based grants of equity, (i) provides a predictable and transparent structure for executive compensation, (ii) provides a significant percentage of a NEO’s compensation through variable performance-based vehicles and (iii) attracts, retains and motivates our NEOs.

Our executive compensation program emphasizes performance-based pay. The elements of compensation and the general mix of compensation among the various elements remained largely unchanged from the previous year.

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Compensation Discussion and Analysis

Our financial performance during fiscal 2025 is reflected in the compensation of each of our current NEOs for fiscal 2025, particularly with respect to payouts pursuant to our annual cash incentive program. Our cash incentive opportunity is designed so that, if our financial results, as measured by certain consolidated adjusted EBITDA and revenue numbers, reflect an increase in the financial performance of the Company, then our executives should realize a greater cash incentive. Awards are also capped at 200% of each executive’s target bonus regardless of our financial performance.

For fiscal 2025, the cash incentives paid to our NEOs increased from fiscal 2024 based primarily on (i) our financial performance and (ii) the Compensation Committee’s pre-established Management Incentive Plan (“MIP”) operating targets for the cash incentive opportunity. The value of the equity awarded to our NEOs increased in fiscal 2025, following the Compensation Committee’s review of their compensation against the market and in light of their individual performance in the prior fiscal year. Half of such awards remain subject to performance targets. We believe this result is appropriately aligned with the Company’s fiscal 2025 financial performance and the Company’s long-term compensation program.

In addition, we believe that it is important to link each of our current NEO’s compensation and personal financial interests with long-term shareholder value creation. Accordingly, 62% of our CEO’s total compensation, 50% of Jones’ total compensation, 45% of Smith’s total compensation, 34% of Hayden’s total compensation, and 42% of Conde’s total compensation for fiscal 2025 was in the form of long-term equity incentives (each as reported in the Summary Compensation Table). For fiscal 2025, variable performance-based compensation in the form of cash and long-term equity incentives constituted 87% of our CEO’s total compensation, 78% of Jones’ total compensation, 70% of Smith’s total compensation, 66% of Hayden’s total compensation, and 66% of Conde’s total compensation (each as reported in the Summary Compensation Table).

Consideration of Results of Shareholder Advisory Votes in Executive Compensation

The Compensation Committee monitors the results of the “Say-on-Pay” vote and considers those results along with the objectives listed below in determining compensation policies. A substantial majority (approximately 98%) of our shareholders voting at the December 2024 annual meeting of shareholders approved the compensation described in our 2024 proxy statement. The Compensation Committee interpreted this vote result as a strong indication of support for our fiscal 2024 compensation program. We have conducted a variety of shareholder engagement activities this year, including investor conferences and direct meetings with many of our top shareholders. These engagements have focused on deepening the dialogue with our current shareholder base about our business strategy and performance, culture, governance, executive compensation practices, and other efforts. Over the past year, an independent director has participated, demonstrating accountability with our shareholders and our commitment to strong governance practices.

Objectives of the Compensation Program

Our executive compensation program is designed to attract, retain and motivate executives through achieving the following three objectives:

Pay-for-Performance

The guiding principle of our compensation philosophy is that pay should be linked to performance and that the interests of executives and shareholders should be aligned. Our compensation program is designed to provide significant performance-based compensation through our cash incentive plan, and a large portion of the compensation is in the form of equity awards. As a result, a significant portion of our NEOs’ compensation is directly contingent on our operating results and/or aligned with shareholder interests.

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Compensation Discussion and Analysis

Best Practice Compensation Policies and Practices

The following compensation policies and practices are designed to align the interests of our NEOs and our shareholders:

ScanSource Does
		Require significant stock ownership.		We have adopted minimum ownership guidelines for our CEO. He is required to retain 50% of the net shares resulting from vesting or exercises of equity awards until he owns Company common stock in an amount equal to three times his base salary.
		Mandate a compensation recovery policy tied to a compensation program.		We maintain a “compensation recovery policy,” which would allow us to recover certain incentive compensation based on financial results in the event those results were restated.
		Seek our shareholders’ input on executive compensation.		We value our shareholders’ input on our executive compensation, and we seek an annual non-binding vote on our executive compensation policies.
		Prohibit pledging of our securities by our Named Executive Officers or Board of Directors.		We have a policy that prohibits officers and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan.
		Prohibit hedging of our securities by our Named Executive Officers or the Board of Directors.		We have a policy that prohibits employees (including the NEOs) and directors from trading in options, warrants, puts, calls or similar instruments in connection with our securities, or selling our securities “short.”
		Require a “double trigger” for cash severance benefits upon a change in control.		Our employment arrangements with our NEOs provide cash severance only upon a “double trigger.”
		Not provide golden parachute tax gross ups or excessive perquisites.		We do not provide excise tax gross-ups for severance benefits received by our NEOs under their employment arrangements. We only provide limited perquisites to our NEOs.

Retain Talented Leadership

We operate in a marketplace characterized by significant competition for talented executives. Our executive compensation program is designed to enable us to attract, motivate, reward and retain the management talent necessary to achieve both long-term and short-term corporate objectives and enhance shareholder value. We also aim to establish executive compensation levels that correlate directly to the NEO’s level of responsibility, with the compensation of our NEOs being tied both to our performance as a whole and to individual performance. To do this effectively, our philosophy is that our compensation program must provide our NEOs with a total compensation package that is reasonable in relation to our performance, and sufficiently competitive with the packages offered by similarly sized companies within or outside our industry.

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Compensation Discussion and Analysis

Material Elements of Our Compensation Programs

In determining the compensation of our NEOs, the Compensation Committee uses the following material compensation elements, which it believes support our compensation objectives.

						Compensation Objectives
Compensation Element				Description		Reward Performance		Attract and Retain		Align with Shareholders
Base Salary				Fixed level of compensation
Annual Variable Cash Incentive Awards				Performance-based cash incentives reward Company and individual performance
Time-Vesting Restricted Stock or Restricted Stock Units				Long-term equity awards, with four-year vesting
Performance- and Time-Vesting Restricted Stock or Restricted Stock Units				Rewards Company performance; three-year vesting, in addition to performance criteria

The Compensation Committee determines the amounts of each element and the aggregate compensation for our NEOs without using any specific formula or attempting to satisfy any specific ratio for compensation among our NEOs; however, the differences in the aggregate compensation between our CEO and the other NEOs are intended to reflect the individual responsibilities with respect to their respective positions, experience in the applicable role, experience in our industry and market compensation data for peer companies. In determining compensation for our NEOs, the Compensation Committee considers the amount of compensation they receive in cash versus equity, along with the status of outstanding equity awards.

The Compensation Committee views the components of compensation as related, but distinct, and therefore regularly reevaluates the appropriate mix of elements, including the appropriate targets for incentive awards. The Compensation Committee also relies on the independent expertise compiled from the general knowledge, experience and good judgment of its members, both with regard to competitive compensation levels and the relative success that the Company has achieved. The Compensation Committee also retains, and relies on information provided by Pearl Meyer, an independent compensation consultant.

Process for Determining Named Executive Officer Compensation

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing, approving, and monitoring compensation policies and programs that are consistent with our business strategy and aligned with shareholders’ interests. Specifically, the Compensation Committee is responsible for:

The Compensation Committee meets several times each year to review and approve executive compensation programs and performance and, if necessary, recommend approval to the Board.

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Compensation Discussion and Analysis

Role of Management

The Compensation Committee regularly meets with the CEO to receive reports and recommendations regarding the compensation of our NEOs other than the CEO. In particular, the CEO recommends to the Compensation Committee annual base salaries, annual incentive awards and long-term or performance equity grants for the NEOs other than himself. For fiscal 2025, Find Great People, LLC, a professional recruiting firm engaged by the Company to provide recruiting services for the Company, assisted the CEO with his presentation to the Compensation Committee on his assessment of, and recommendations for compensation changes for, the NEOs other than the CEO. Although the Compensation Committee considers the CEO’s recommendations, the final decisions regarding base salary, annual incentive awards and equity awards of the NEOs are made by the Compensation Committee. As part of its evaluation process, the Compensation Committee considers, among other things, performance and consistency, the NEO’s individual performance over the prior year, changes in responsibilities and future potential as well as data available from compensation surveys and recommendations from its independent compensation consultant. The Compensation Committee evaluates each NEO, including the CEO, sets performance criteria for annual cash incentive awards, and makes long-term equity grants, if any. MIP targets for certain financial measures are established following consultation with management, with consideration for adjustments for one-time expenses or longer-term investments that are planned, at the beginning of each fiscal year and as necessary throughout the year.

Role of Independent Compensation Consultant

The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For fiscal 2025, the Compensation Committee retained Pearl Meyer. The Compensation Committee reviewed all factors relevant to the independence of Pearl Meyer, including:

As a result of such evaluation, and a certification from Pearl Meyer regarding its consultant’s independence, the Compensation Committee determined that Pearl Meyer is independent.

Role of Peer Companies and Benchmarking

The Compensation Committee regularly reviews benchmarking and market surveys to ensure that our compensation is competitive with that of our peers.

Pearl Meyer provides the Compensation Committee with general market surveys and other information related to the general market for executive compensation, including best practices and emerging trends. In addition, in fiscal 2025 Pearl Meyer provided information derived from proxy statements from peer companies and from surveys that include publicly traded and privately held technology distributors and other technology industry companies with similar revenues. The peer companies referred to for evaluation of fiscal 2025 compensation included the following:

The Compensation Committee reviewed compensation information from this peer group by comparable executive position and level to better understand the market for other participants at similar levels for all aspects of compensation. In a review of the available applicable data, the Compensation Committee sought to ensure that the overall compensation to our NEOs was competitive and within norms for the industry and other companies of similar characteristics based on the executive’s position, level and job performance. The Compensation Committee took this evaluation into account in determining all elements of NEO compensation for fiscal 2025, including the fiscal 2025 MIP design and equity awards.

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Compensation Discussion and Analysis

Named Executive Officer Compensation in Fiscal 2025

In deciding whether to increase a NEO’s compensation, the Compensation Committee considers company performance, market trends, the consistency of the NEO’s individual performance over the prior year, changes in the NEO’s responsibilities and the NEO’s future potential. The Compensation Committee also considers data and information provided by its independent compensation consultant, including comparisons of peer companies comprised of other participants in the industry and other similar companies based on size and other objective factors.

In evaluating the Company’s performance in fiscal 2025, the primary consideration was our financial performance for the relevant annual period, with a focus on driving greater long-term shareholder value through our hybrid distribution strategy and improved free cash flow. To enhance management’s alignment with shareholders, we revised the metrics for the annual variable performance-based cash incentive awards for our NEOs in fiscal 2025 to add free cash flow conversion and individual performance measures, while continuing to incorporate adjusted EBITDA.

Base Salary

Base salary generally provides a fixed base level of compensation for our executives for the services they render during the year. The purpose of base salary is to compensate our NEOs in light of their respective roles and responsibilities over time. Base salary is essential to allow us to compete in the employment marketplace for talent and is an important component of total compensation for the NEOs. It is vital to our goal of recruiting and retaining NEOs with proven abilities. A NEO’s base salary is initially set in accordance with the terms of their employment agreement or letter and is reviewed annually or as needed.

The Compensation Committee met in August of 2024 to determine the NEOs’ base salaries for fiscal 2025. The Compensation Committee awarded increases to the NEO’s taking into consideration each NEO’s position, past performance, and time in role, in light of benchmarking data from the Company’s peers.

Base salaries for the NEOs for fiscal 2025 as of July 1, 2024 were as follows:

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Compensation Discussion and Analysis

Annual Performance-Based Cash Incentives

Annual variable performance-based cash incentive awards are granted under the MIP and are designed to encourage the achievement of various pre-determined goals. Beginning in 2025, the Compensation Committee set MIP targets for achievement of both Company financial and operating performance goals and individual performance goals and objectives. Annual performance-based cash incentive opportunities were set based on an analysis of market data and assessing the experience of the respective individual and their respective role. The design provides that each NEO’s cash incentive opportunity will be expressed as a percentage of their base salary and earned based on non-GAAP operating results and the attainment of certain individual performance goals and objectives as compared to pre-established threshold and stretch goals. The cash incentive opportunities for each of our NEOs in fiscal 2025 remained at the same percentage level as fiscal 2024, other than for Hayden, whose increased. Each NEO has a variable factor by role or position applied as a percentage against their respective base salary, as set forth in the table below.

The performance targets were established by the Compensation Committee in August 2024.

The Company financial and operating performance goals under the MIP were consolidated adjusted EBITDA (“Performance Award Adjusted EBITDA”) and free cash flow conversation (“FCF Conversion”) based on the Compensation Committee’s belief that these measurements currently best align with driving shareholder value. These metrics encourage healthy financial growth by assisting management in comparing the Company’s performance over various reporting periods on a consistent basis while removing the impact of items that do not reflect our core operating performance from the Company’s operating results.

Each Company performance metric is adopted with certain adjustments to align management’s performance on focused strategic objectives. Seventy-five percent of the target cash incentive opportunity is subject to Company performance, and the maximum cash incentive opportunity for any NEO with respect to Company performance is 150% of their target incentive opportunity. The payouts of this portion of the opportunity depend on our results in comparison to these targets. If performance of any measure does not meet the applicable threshold for that measure, no award will be earned for that measure. If the performance of a measure reaches the applicable threshold, the award earned for that measure will be 30% of the target. If the performance reaches the applicable target, the award earned for that measure will be 100%, and if the performance reaches or exceeds the applicable maximum, the award earned for the measure will be 200% of target. The award earned for results between either the threshold and target or the target and maximum are calculated using straight-line interpolation. The weightings of each of the Company performance measures are as follows:

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Compensation Discussion and Analysis

The Compensation Committee has the discretion to adjust these measurements for extraordinary one-time events, or other items beyond management’s control, and to award cash incentives based on other criteria.

Each NEO received approximately 36% and 60% as a percentage of the total target cash incentive opportunity as a result attaining a payout of 80% and 200% with respect to Performance Award Adjusted EBITDA and Free Cash Flow Conversation under the MIP, respectively.

For fiscal 2025, NEOs can earn up to 25% of the target cash incentive opportunity on achievement of individual goals and strategic objectives (i.e., the individual performance factor) that the Compensation Committee established for each. The Compensation Committee seeks to establish challenging, yet realistic, goals and objectives that will motivate performance and align with our strategic initiatives. These goals and objectives can include both qualitative and quantitative goals and objectives. At the end of the year, the Compensation Committee evaluates the performance of each of the NEOs against their respective goals and objectives and approves the related achievement and payout levels for each NEO.

If individual performance does not meet the applicable threshold, no individual performance factor will be earned. If individual performance is at or above the threshold, the cash incentive opportunity will be 50% of the 25% individual performance factor. If individual performance reaches or exceeds target, cash incentive opportunity will be 100% of the 25% individual performance factor.

Achievement of individual goals and objectives for fiscal 2025 was based upon the Compensation Committee’s determination of the degree to which the objectives were completed by each of the NEOs. Based on progress throughout fiscal 2025, the Compensation Committee determined a payout of 100% was achieved by each of the NEOs. The Compensation Committee based this determination on the following accomplishments for fiscal 2025: