Proxy Statement - Form DEF 14A

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 December 2024 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 2024:While fiscal 2024 was a challenging year, our team stayed focused and delivered strong profitability and significant free cash flow for the full year. For fiscal 2024, net sales, gross profit and net income declined; however, we expanded our gross profit margin and executed well on improving our working capital efficiency as supply chain disruptions normalized. During fiscal 2024, we focused on building a cash culture and managing our SG&A to match our lower revenue base and expectations into fiscal 2025. We believe generating predictable free cash flow is a key measure of success, and we adjusted some of our annual cash incentive plan performance metrics to reflect that. The result was operating cash flow for the year of $372 million, driven by working capital efficiency and lower sales. The Company managed to significantly reduce working capital needs, primarily from lower inventory levels, while still delivering excellent service to our channel partners.

Our balance sheet is strong, ending the fiscal year with $185 million in cash and a total debt to net income leverage ratio on a trailing 12-monthbasis of below two and a non-GAAPnet debt leverage ratio below zero on a trailing 12-monthadjusted EBITDA basis*.

Our capital allocation plans balance strategic acquisitions and share repurchases, while maintaining a strong balance sheet. In fiscal 2024, we announced two acquisitions in different segments of our business for the next phase of our hybrid distribution strategy, and both acquisitions are high-margin, recurring-revenue businesses that are working capital-light. In May 2024, our Board increased the authorization for the share repurchase program by an additional $100 million. In fiscal 2024, we repurchased 980,539 shares totaling $43.3 million under the share repurchase program and at the end of the fiscal year had approximately $123 million available under the authorization, which does not have any time limit.

Fiscal 2025 Outlook:For fiscal 2025, we have an active pipeline of acquisition targets and room to continue to do share repurchases, while staying within our targeted net leverage ratio. For our fiscal 2025 annual outlook, we expect the soft demand environment to continue, and as a result we will continue to manage our SG&A spending appropriately. We remain confident in our long-term growth opportunities, the resilience of our business model and the strength of our hybrid distribution strategy.

Board Composition: Overseeing our business is a Board that is actively engaged in ensuring that management develops and executes our hybrid distribution strategy. Our Board consists of a group of highly skilled and diverse directors 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 competitive advantage is our people, and respecting and protecting our people are our priorities. From supporting the philosophy that the Company's core values drive our recruitment and promotion opportunities for our people to ensuring that we employ a talented and inclusive workforce, the Company is committed to providing a safe, healthy work environment and working with suppliers and partners that share this commitment.

Among a number of new initiatives launched last year was a program called Voices, a new employee engagement survey tool. Our survey results have prompted us to form cross-functional teams to address organizational needs faster, while also providing opportunities for participants to work collaboratively to further develop their skills. Looking ahead, we are launching an Employee Engagement Task Force comprised of a cross-functional group of individual contributors to provide Company-wide insights and champion our employee engagement efforts.

Our people's resilience, collaboration and understanding of innovation are what make ScanSource an incredible place to work. I am proud that we have created a vibrant and caring workplace that reaches out into the community. Our charitable foundation has developed connections for our employees to donate time and resources with many local groups in need in the communities we serve across the USA and Brazil. We believe that organized community engagement is a powerful tool for recruiting our next generation of ScanSource leaders.

Hurricane Helene:Hurricane Helene recently passed through Upstate South Carolina and Western North Carolina, the local communities where our corporate headquarters is located. Throughout this difficult time, our collective thoughts and prayers continue to be with those affected. I want to extend a heartfelt thank you to our partners, suppliers and employees who have generously donated to the ScanSource Charitable Foundation and stepped up to help others in many ways. Our employees have been diligently supporting crisis and relief efforts, from purchasing and transporting supplies to affected communities, to providing food and water needs and clearing fallen trees and debris. We have also helped to support Operation Airdrop, a non-profit dedicated to providing rapid relief to those affected by natural disasters, as well as other local charities.

I am incredibly proud of how the ScanSource family has come together in response to this natural disaster and served impacted communities.

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 diversity and refreshment, executive compensation and ESG 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 10, 2024

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 10,2024 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 4, 2024 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 25, 2024. 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 25, 2024

Proxy Summary

Table of Contents

Annual Meeting Information

The enclosed proxy is solicited by the Board of Directors of ScanSource, Inc. (the "Board of Directors" or the "Board") for the Annual Meeting of Shareholders (the "Annual Meeting") to be held at 9:00 a.m., Eastern Standard Time, on Tuesday, December 10, 2024 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.

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 4, 2024 (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 24,021,747 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; (iii) "FOR" the ratification of the appointment of Grant Thornton LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025; and (iv) "FOR" the approval of the 2024 Omnibus Incentive Plan. 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.

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, two and four 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

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:

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; (iii) "FOR" the ratification of the appointment of Grant Thornton LLP to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025; and (iv) "FOR" the approval of the 2024 Omnibus Incentive Plan. 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.

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 (i) all members of the Board, other than Michael Baur ("Mike Baur" or "Baur"), meet and (ii) Charles Whitchurch ("Charles Whitchurch" or "Whitchurch", who retired from the Board when his term of office expired at the Company's Annual Meeting of Shareholders held on January 25, 2024), met, during the period that he served as a director, 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

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 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-depthknowledge 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 2024

The Board met a total of 8 times during fiscal year ending June 30, 2024 ("fiscal 2024") and committees of the Board met a total of 4 times during fiscal 2024. 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 2024. 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

Board of Directors

capital investments, are overseen by the entire Board. The full Board oversees the Company's risk identification, risk 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 can use 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-managementdirectors, 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.

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-housecandidates 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-housecandidate 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 Board membership, with the objective being that all new, non-CEOcandidates 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 individual Board member 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.

SIZE AND COMPOSITION OF BOARD

The size of the Board may be increased or decreased by resolution of the Board. Charles Whitchurch, who had served on the Board since 2009, retired from the Board when his term of office expired at the Company's Annual Meeting of Shareholders held on January 25, 2024. In connection with Whitchurch's retirement, the Board was decreased in size to eight members.

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 Board membership with the objective being that all new, non-employeecandidates will be independent. The Board, with the assistance of the Nominating and Corporate Governance Committee, will determine the independence of the non-managementdirectors on an annual basis. The Board has determined that (i) each of Peter Browning, Frank Emory, Jr. ("Frank Emory" or "Emory"), Charles Mathis ("Charles Mathis" or "Mathis"), Vernon Nagel ("Vernon Nagel" or "Nagel") and Jeffrey Rodek ("Jeffrey Rodek" or "Rodek"), Dorothy Ramoneda ("Dorothy Ramoneda" or "Ramoneda") and Elizabeth Temple ("Elizabeth Temple" or "Temple") meet and (ii) Whitchurch (who retired from the Board when his term of office expired at the Company's Annual Meeting of Shareholders held on January 25, 2024) met, during the period that he served as a director, 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.

BOARD DIVERSITY

The Nominating and Corporate Governance Committee regularly reviews the diversity of 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 recognizes the benefits associated with a diverse Board and takes diversity considerations into account when identifying potential director candidates. 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. Furthermore, we are committed to the value of inclusion, and the Board believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural

Board of Directors

background and professional experience. As part of the Board's refreshment process and succession planning, the Board considers qualified independent director candidates, including gender and ethnically diverse candidates.

SERVICE ON OTHER PUBLIC COMPANY BOARDS

The Guidelines provide that a non-managementdirector 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, are in compliance with the guidelines regarding service on boards and audit committees of other public companies.

EXECUTIVE SESSIONS OF NON-MANAGEMENTDIRECTORS

Pursuant to the Guidelines, the non-managementdirectors 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-managementdirectors met regularly in executive session during fiscal 2024 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 executive officers and directors are in compliance with this policy.

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 executive officers and directors are in compliance with this policy.

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 50% 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 environmental, social and governance ("ESG") 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.

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:

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 2024. 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 4 times during fiscal 2024. 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 that the Board select a 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 2024. Each member of the Nominating and Corporate Governance Committee meets the independence requirements as set forth in the Nasdaq listing standards.

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. In addition, in determining whether to recommend a director nominee, the members of the Nominating and Corporate Governance Committee will consider and discuss diversity, among other factors, with a view toward the needs of the Board as a whole. 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 believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the committee's goal of creating a board that best serves the needs of the Company and the interests of our shareholders. 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

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.

Candidates for the Board

Board Diversity

The Nominating and Corporate Governance Committee values the benefits associated with a diverse board, which we interpret as including gender, racial and ethnic diversity. We similarly will take diversity into account as we identify future potential Board members, and we expect those who assist us in identifying Board candidates to include diverse candidates in their consideration. Three of eight of our director nominees, 37.5%, are either gender, racially or ethnically diverse. As part of the Board's refreshment process and succession planning, the Board considers, which includes using a third-party consulting and search firm to assist in the identification of candidates, qualified independent director candidates, including gender, racially and ethnically diverse candidates.

The matrix below summarizes the voluntary self-identified gender and demographic background statistics for the Board. Each of the categories listed in the matrix below has the meaning as it is used in Nasdaq Listing Rule 5605(f). For our prior year's matrix, see the Company's definitive proxy statement relating to the Company's Annual Meeting of Shareholders held on January 25, 2024 filed with the SEC on December 12, 2023.

CODE OF CONDUCT

Our Code of Conduct applies to all of our directors, officers and employees, including our CEO, our Chief Financial Officer (the "CFO"), and our Chief Accounting Officer (the "CAO"). In November 2023, the Board approved updates to our Code of Conduct to reflect new amendments to Rule 10b5-1under the Exchange Act, including (i) mandatory "cooling-off"periods prior to trading under a new or amended Rule 10b5-1plan, (ii) prohibitions on multiple overlapping Rule 10b5-1plans, (iii) limitations on single-trade arrangements and (iv) new disclosure requirements with respect to insider trading policies and procedures. We have posted the Code of Conduct on the "Investors" page of our website, www.scansource.com, under the "Corporate Governance" tab. We will provide a copy of the Code of Conduct upon request to any person without charge. Such requests may be transmitted by regular mail in the care of the Corporate Secretary at ScanSource, Inc., 6 Logue Court, Greenville, South Carolina 29615.

We intend to post on our website, www.scansource.com,under the "Corporate Governance" tab, in accordance with all applicable laws and regulations, any amendments to, or waivers from, any provision of the Code of Conduct that applies to our CEO, CFO, CAO or persons performing similar functions. No waivers were sought or granted in fiscal 2024.

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-Kunder the Exchange Act in accordance with Nasdaq listing standards.

Certain Relationships and Related Party Transactions

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-interestpolicy (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-Kunder the Exchange Act since the beginning of fiscal 2024 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-mailto [email protected]. 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.

Environmental, Social and Corporate Governance

ESG STRATEGY AND PROGRESS

In September 2024, the Company issued its annual Corporate Citizenship report, highlighting ScanSource's ESG strategy and progress for fiscal 2024.

ScanSource's ESG Steering Committee - a cross-functional team with members across the business - has guided ESG strategy and driven progress for the company's ESG initiatives, including the development of its annual ESG reports. Building on how ScanSource embeds ESG 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 ESG priorities - particularly in regard to keeping our people and culture front and center, in alignment with our ESG materiality matrix and business goals. From ensuring and supporting an inclusive and diverse workforce to providing a safe, healthy work environment, 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. 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 ESG 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.

DIVERSITY, EQUITY AND INCLUSION

We have a comprehensive DEI program led by our global People and Culture team. 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 dedicated DEI program reaffirms this commitment. A key component of this program is the creation of an Advisory Council, which is an employee-ledgroup focused on sharing insights, ideas, and opinions from employees as to how to most effectively implement diversity and inclusion strategies within the Company.

In 2023, we promoted current initiatives and encouraged additional involvement at all levels of our Company. Select highlights include:

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 hybrid 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 diversity 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 2023, the ScanSource Charitable Foundation donated approximately $0.4 million to a variety of non-profitorganizations in communities in which our offices are located. Since our founding in 1992, ScanSource has invested more than $21 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. 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.

We will continue to evolve our ESG 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.

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 2025 Annual Meeting of Shareholders or 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 January 25, 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.

Information Regarding Nominees for Director

Information Regarding Nominees for Director

Information Regarding Nominees for Director

Information Regarding Nominees for Director

2024 Director Compensation Table

2024 DIRECTOR COMPENSATION TABLE

The table below sets forth the compensation paid to each non-employeedirector who served on the Board of Directors in fiscal 2024. Directors who are also employees of ScanSource (in fiscal 2024, Mike Baur) do not receive compensation (other than their compensation as employees of the Company) for their service on the Board.

Cash Retainers for Fiscal 2024

Directors who are not our employees are paid an annual retainer of $85,000. An additional annual retainer of $70,000 is paid, as applicable, to a non-executivechair or lead independent director of the Board. An additional annual retainer of $25,000 is paid to the chair of the Audit Committee and an additional annual retainer of $15,000 is paid to the chairs of the Compensation and the Nominating and Corporate Governance Committees. Annual service for this purpose relates to the approximate 12-monthperiod between annual meetings of our shareholders. 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 for Fiscal 2024

Our non-employeedirectors receive an annual equity retainer under the ScanSource, Inc. 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Incentive Plan"). In addition, non-employeedirectors also may be eligible to receive other awards under the 2021 Omnibus Incentive Plan. Each non-employeedirector can elect to receive the award in restricted stock awards or restricted stock units and can elect to defer their equity award under the ScanSource, Inc. Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan").

The number of shares subject to a director's annual equity award was determined by dividing $150,000 by the equity award value per share on the grant date. The equity award value means the closing price of the common stock on the grant date. The date of grant of the annual equity awards for our non-employeedirectors takes place at the same time as the annual equity awards for our employees.

A person who first becomes a non-employeedirector on a date other than a regularly scheduled annual meeting of shareholders will receive a restricted stock unit for a pro-ratednumber of shares of common stock. Restricted stock units may not be transferred or sold.

The equity award granted to directors under the 2021 Omnibus Incentive 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

2024 Director Compensation Table

of death, disability or retirement or (ii) a change in 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.

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 2024, 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.

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-bindingadvisory resolution, commonly known as a "say-on-pay"proposal, approving the compensation of our NEOs. The Company holds this non-bindingadvisory 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-bindingadvisory 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

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

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

The Audit Committee has appointed Grant Thornton LLP ("Grant Thornton") to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025, which appointment has been ratified by the Board. See "Audit Committee Report" below for more information.

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

Shareholder ratification of the appointment of Grant Thornton to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025 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.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As reflected in the table below, we incurred fees in fiscal 2024 and fiscal 2023 for services performed by Grant Thornton related to such periods.

AUDIT COMMITTEE'S PRE-APPROVALPOLICIES AND PROCEDURES

It is the policy of the Audit Committee to pre-approveall audit and permitted non-auditservices proposed to be performed by our independent registered public accounting firm. All audit and permitted non-auditservices performed in fiscal 2024 were pre-approvedby the Audit Committee. The process for such pre-approvalis typically as follows: Audit Committee pre-approvalis 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-approvenon-auditservices 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-auditservices 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 Grant Thornton to serve as our independent registered public accounting firm for the fiscal year ending June30, 2025. Unless otherwise specified, proxies will be voted "FOR"the ratification of the appointment of Grant Thornton to serve as our independent registered public accounting firm for the fiscal year ending June 30, 2025.

Proposal Number 4 - Approval of ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan

BACKGROUND OF THE PROPOSAL

We seek your approval of the ScanSource, Inc. 2024 Omnibus Incentive Compensation Plan. Our current omnibus incentive compensation plan, the 2021 Omnibus Incentive Plan, terminates upon shareholder approval of the 2024 Omnibus Incentive Plan. If the 2024 Omnibus Incentive Plan is approved, 1,500,000 new shares will be available, subject to the information set out below. The Board, upon recommendation of the Compensation Committee, unanimously approved the 2024 Omnibus Incentive Plan on October 21, 2024 (the "Effective Date"). Awards, other than restricted stock, may be granted under the 2024 Omnibus Incentive Plan on and after the Effective Date, but no such awards may be exercised, vested, paid or otherwise settled, or any shares of common stock issued, unless and until shareholder approval of the 2024 Omnibus Incentive Plan. Restricted stock may only be granted after shareholder approval of the 2024 Omnibus Incentive Plan.

The 2024 Omnibus Incentive Plan will replace the 2021 Omnibus Incentive Plan, upon shareholder approval, and no further awards will be granted under the 2021 Omnibus Incentive Plan on or after the Effective Date. The terms and conditions of awards granted under the 2021 Omnibus Incentive Plan will not be affected by approval or adoption of the 2024 Omnibus Incentive Plan, and the 2021 Omnibus Incentive Plan will remain effective with respect to awards granted under the 2021 Omnibus Incentive Plan prior to shareholder approval of the 2024 Omnibus Incentive Plan. As of September 30, 2024, 735,583 shares of common stock were available for awards under the 2021 Omnibus Incentive Plan. If the 2024 Omnibus Incentive Plan is not approved, the 2021 Omnibus Incentive Plan will remain in effect pursuant to its terms. If the 2024 Omnibus Incentive Plan is approved, the 1,500,000 new shares available under the 2024 Omnibus Incentive Plan will be reduced on a one-for-onebasis by the number of shares subject to awards granted under the 2021 Omnibus Incentive Plan, between September 30, 2024 (date of the equity overhang information below) and approval of the 2024 Omnibus Incentive Plan.

Historical equity awards outstanding as of September 30, 2024 include (i) 931,294 full value awards, including restricted stock units and performance stock units and (ii) 538,013 stock options with a weighted average exercise price of $31.18 and a weighted average remaining term of 4.09 years.

The Board believes that awards tied to our common stock and Company performance promote long-term success of the Company and views the 2024 Omnibus Incentive Plan as an essential element of the Company's overall compensation program. The Compensation Committee considered, among other things, the existing terms of the 2021 Omnibus Incentive Plan, our compensation philosophy and practices, as well as feedback from our shareholders and other stakeholders. Under the 2024 Omnibus Incentive Plan, we can grant stock options, including non-qualifiedoptions and ISOs, stock appreciation rights ("SARs"), restricted stock units, deferred stock, performance units and shares, dividend equivalents and other stock based awards. We believe that the 2024 Omnibus Incentive Plan (i) assists the Company in attracting, retaining and motivating our employees, officers, directors and consultants, (ii) provides equitable and competitive compensation opportunities; (iii) recognizes individual contributions; (iv) rewards goal achievement; and (v) aligns the interests of participants with those of our shareholders. We believe the Company's best interests will be served by your approval of the 2024 Omnibus Incentive Plan.

SUMMARY OF 2024 OMNIBUS INCENTIVE COMPENSATION PLAN

The following summary of the material terms of the 2024 Omnibus Incentive Plan is qualified in its entirety by reference to the complete text of the 2024 Omnibus Incentive Plan, which is attached hereto as Appendix A.

Historical Burn Rate and Potential Economic Dilution Analysis

We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation programs against the dilution it causes our shareholders. As part of our analysis when considering the number of shares to be included in the 2024 Omnibus Incentive Plan, we considered our equity plans' "burn rate," calculated as (i) the number of shares subject to equity awards granted under the 2021 Omnibus Incentive Plan for the three years ending June 30, 2024, divided by (ii) the weighted average number of shares outstanding for that period. Our average burn rate for the three years ending June 30, 2024 was 1.84%. The total potential dilution resulting from issuing all shares authorized under our equity plans as of September 30, 2024 (including the 1,500,000 additional shares that would be available if shareholders approve the 2024 Omnibus Incentive Plan) would be approximately 15.43%. We believe that our burn rate and potential dilution amounts are reasonable for our industry and market conditions. During this three-year period, we have sought to provide equity compensation to our employees and non-employeedirectors who we believe are important to our organization in furthering our business strategy.

Summary of 2024 Omnibus Incentive Compensation Plan

Expected Duration

We expect that the shares available under the 2024 Omnibus Incentive Plan for future awards will be sufficient for currently anticipated awards for the next four years. Expectations regarding future share usage could be impacted by a number of factors such as: (i) the future performance of our stock price; (ii) hiring and promotion activity at the executive level; (iii) the rate at which shares are returned to the 2024 Omnibus Incentive Plan reserve upon awards' expiration, forfeiture or cash settlement without the issuance of the underlying shares; (iv) factors involved in acquiring other companies; and (v) other factors. While we believe that the assumptions used are reasonable, future share usage may differ from current expectations.

Eligibility

Employees and consultants of ScanSource and its affiliates are eligible to receive awards under the 2024 Omnibus Incentive Plan, including all five of our executive officers and approximately 2,300 other employees and consultants. Non-employeedirectors (currently seven) are also eligible to receive awards under the 2024 Omnibus Incentive Plan. Incentive stock options ("ISOs"), however, may only be granted to employees of the Company and its corporate subsidiaries.

Administration

The 2024 Omnibus Incentive Plan will be administered by the Compensation Committee. The Compensation Committee has the authority to grant awards to such eligible persons and upon such terms and conditions (not inconsistent with the provisions of the 2024 Omnibus Incentive Plan) as it may consider appropriate. Among the Compensation Committee's powers is the authority to (i) determine the form, amount and other terms and conditions of awards; (ii) clarify, construe or resolve any ambiguity in any provision of the 2024 Omnibus Incentive Plan or any award agreement; (iii) amend the terms of outstanding awards, subject to the grantee's consent in certain cases and the 2024 Omnibus Incentive Plan's prohibitions against repricing of awards without shareholder approval; and (iv) adopt such rules, forms, instruments and guidelines for administering the 2024 Omnibus Incentive Plan as the Compensation Committee deems necessary or proper. The Compensation Committee may delegate any or all of its administrative authority to one or more of our officers, except with respect to awards to non-employeedirectors and executive officers, including executive officers who are subject to Section 16 of the Exchange Act. Based on service, performance and/or other factors or criteria, the Compensation Committee may, after grant of the award, accelerate the vesting of all or any part of the award. Notwithstanding the foregoing, any exercise of discretion regarding awards for non-employeedirectors must be approved by the Board.

Expenses

All expenses of the 2024 Omnibus Incentive Plan are paid by the Company.

Share Counting Provisions

Shares of common stock covered by an award will only be counted as used to the extent actually used. A share of common stock issued in connection with an award under the 2024 Plan will reduce the total number of shares of common stock available for issuance under the 2024 Omnibus Incentive Plan by one; provided, however, that, upon settlement of a stock-settled stock appreciation right ("SAR"), the total number of shares available for issuance under the 2024 Omnibus Incentive Plan will be reduced by the gross number of shares underlying the SAR that is exercised. If any award under the 2024 Omnibus Incentive Plan or any award under the 2024 Omnibus Incentive Plan that is outstanding after the shareholders approve the 2024 Omnibus Incentive Plan terminates without the delivery of shares of common stock, whether by lapse, forfeiture, cancellation or otherwise, the shares of common stock subject to such award, to the extent of any such termination, shall again be available for grant under the 2024 Omnibus Incentive Plan. Notwithstanding the foregoing, upon the exercise of any such award granted in tandem with any other awards, such related awards will be cancelled to the extent of the number of shares of common stock as to which the award is exercised, and such number of shares will no longer be available for awards under the 2024 Omnibus Incentive Plan. If any shares subject to an award granted under the 2024 Omnibus Incentive Plan or any award granted under the 2024 Omnibus Incentive Plan that is outstanding after the shareholders approve the 2024 Omnibus Incentive Plan are withheld or applied as payment in connection with the exercise of such award or the withholding or payment of taxes related thereto or separately surrendered by the participant for any such purpose, such returned shares of common stock will be treated as having been delivered for purposes of determining the maximum number of shares remaining available for grant under the 2024 Omnibus Incentive Plan and will not be treated as available for grant under the 2024 Omnibus Incentive Plan. The number of shares available for issuance under the 2024 Omnibus Incentive Plan may not be

Summary of 2024 Omnibus Incentive Compensation Plan

increased through the purchase of shares on the open market with the proceeds obtained from the exercise of any options or purchase rights granted under the 2024 Omnibus Incentive Plan or any options or other purchase rights granted under the 2024 Omnibus Incentive Plan. Notwithstanding the foregoing, in the case of any substitute award granted in assumption of or in substitution for an entity award issued by an acquired entity, shares delivered or deliverable in connection with such substitute award will not be counted against the number of shares reserved under the 2024 Omnibus Incentive Plan (to the extent permitted by applicable stock exchange rules). Available shares of stock under a shareholder-approved plan of an acquired entity (as appropriately adjusted to reflect the transaction) also may be used for awards under the 2024 Omnibus Incentive Plan and will not reduce the number of shares otherwise available under the 2024 Omnibus Incentive Plan (subject to applicable stock exchange requirements).

Adjustments for Stock Splits and Similar Events

If a dividend or other distribution (whether in cash, shares or other property) (excluding ordinary dividends or distributions), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up,spin-offor combination involving us or the repurchase or exchange of shares of our common stock or other securities, or other rights to purchase shares of our securities or other similar transaction or event, affects our shares of common stock such that the Compensation Committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the 2024 Omnibus Incentive Plan, the Compensation Committee will make an equitable change or adjustment as it deems appropriate in the number and kind of securities that may be issued pursuant to awards under the 2024 Omnibus Incentive Plan, the per individual limits on the awards that can be granted in any calendar year and any outstanding awards and the related exercise prices (as defined below) relating to any such awards, if any.

Share Limits

Under the terms of the 2024 Omnibus Incentive Plan, the maximum number of shares of common stock reserved for delivery in settlement of awards will be an aggregate of 2,235,583 shares, (i) plus that number of shares subject to awards granted under the 2021 Omnibus Incentive Plan which become available in accordance with the 2024 Omnibus Incentive Plan, subject to shareholder approval, and (ii) reduced on a one-for-onebasis by shares of our common stock subject to awards granted under the 2021 Omnibus Incentive Plan between September 30, 2024 and the date the 2024 Omnibus Incentive Plan is approved. However, the total number of shares of common stock that may be delivered pursuant to the exercise of ISOs granted under the 2024 Omnibus Incentive Plan may not exceed 2,235,583 shares.

Generally, no grantee (other than a non-employeedirector) may be granted, in a single calendar year under the 2024 Omnibus Incentive Plan, more than 500,000 shares (twice that limit for awards granted in the year in which the grantee (other than a non-employeedirector) first commences employment or service). The maximum potential value of awards under the 2024 Omnibus Incentive Plan that may be granted in a single calendar year to any grantee (other than a non-employeedirector) may not exceed $7,000,000 (twice that limit for awards granted to a grantee (other than a non-employeedirector) in the year in which the grantee first commences employment or service). A non-employeedirector may not be granted awards under the 2024 Omnibus Incentive Plan in a single calendar year that, taken together with any cash fees paid for the director's service as a director during the year, exceeds $1,250,000 in total value (calculating the value of such awards based on the grant date fair value for financial accounting purposes).

Types of Awards

STOCK OPTIONS AND SARS

The Compensation Committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our parent or subsidiary corporations). A stock option allows a grantee to purchase a specified number of our shares at a predetermined price per share (the "Option Exercise Price") during a fixed period measured from the date of grant. A SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share (the "SAR Exercise Price"). The Option Exercise Price or SAR Exercise Price will be determined by the Compensation Committee and set forth in the award agreement, but neither may be less than the fair market value of a share on the grant date (110% of the fair market value in case of certain ISOs or SARs granted in tandem with certain ISOs). The term of each option or SAR is determined by the Compensation Committee and set forth in the award agreement, except that the term may not exceed 10 years (five years in case of certain ISOs or SARs granted in tandem with certain ISOs).

Summary of 2024 Omnibus Incentive Compensation Plan

Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the Compensation Committee, by delivering shares of common stock previously owned by the grantee, by the withholding of shares of common stock to be acquired upon the exercise of such option or by delivering restricted shares of common stock. The Compensation Committee may also permit a grantee to pay the Option Exercise Price through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as nonqualified options. No participant may be granted SARs in tandem with ISOs, which are first exercisable in any calendar year for shares of Company stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000.

RESTRICTED SHARES

The Compensation Committee may award restricted shares consisting of shares of common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the Compensation Committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. Unless the award agreement eliminates such rights, a grantee receiving restricted shares will have the right to vote the restricted shares and to receive any dividends payable on such restricted shares if and at the time the restricted shares vest (such dividends to either be deemed reinvested into additional restricted shares subject to the same terms as the restricted shares to which such dividends relate or accumulated and paid in cash when the restricted shares vest). Upon termination of the grantee's affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

RESTRICTED STOCK UNITS AND DEFERRED STOCK

The Compensation Committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our shares of common stock at the end of specified deferral periods or upon the occurrence of a specified event. A restricted stock unit award is the grant of a right to receive a specified number of our shares of common stock upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award.

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. Unless the agreement eliminates such rights, however, a grantee receiving restricted stock units or deferred stock will receive dividend equivalents with respect to restricted stock units or deferred stock, and such dividend equivalents will either be deemed to be reinvested in additional shares of restricted stock units or deferred stock subject to the same terms as the shares of restricted stock or deferred stock to which such dividend equivalents relate or accumulated and paid in cash only if the related restricted stock units or deferred stock becomes vested and payable.

PERFORMANCE UNITS

The Compensation Committee may grant performance units, which entitle a grantee to cash or shares of common stock conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the award agreement. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

PERFORMANCE SHARES

The Compensation Committee may grant performance shares, which entitle a grantee to a certain number of shares of common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the Compensation Committee and reflected in the award agreement. The Compensation Committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Summary of 2024 Omnibus Incentive Compensation Plan

DIVIDEND EQUIVALENTS

The Compensation Committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our shares. Dividend equivalents may be paid directly to grantees upon vesting or may be deferred for later delivery under the 2024 Omnibus Incentive Plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in our shares, other awards or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

OTHER STOCK-BASED AWARDS

In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the 2024 Omnibus Incentive Plan also authorizes the Compensation Committee to grant awards that are valued in whole or in part by reference to or otherwise based on shares of our common stock. The Compensation Committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash.

PERFORMANCE-BASED AWARDS

The Compensation Committee may require satisfaction of pre-establishedperformance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition to awards being granted or becoming exercisable or payable under the 2024 Omnibus Incentive Plan, or as a condition to accelerating the timing of such events. Any applicable performance measure may be applied on a pre-or post-taxbasis. An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. Notwithstanding the foregoing, the vesting, exercise or payment of an award (other than a performance-based award) can be conditioned on mere continued employment or service.

Settlement of Awards

Awards generally may be settled in cash, shares of our common stock, other awards or other property, in the discretion of the Compensation Committee to the extent permitted by the terms of the 2024 Omnibus Incentive Plan.

Change of Control

If there is a merger or consolidation of the Company with or into another corporation or a sale of substantially all of our shares or assets (a "Corporate Transaction") that results in a Change in Control (as defined in the 2024 Omnibus Incentive Plan), and the outstanding awards are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the Compensation Committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the Compensation Committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the Compensation Committee will either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction and/or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. If any other award is not vested immediately prior to the consummation of the Corporate Transaction, such award will be cancelled without any payment to the grantee. Additionally, outstanding time-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitableupon a Change in Control; outstanding time-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall vest and become non-forfeitableupon the grantee's retirement, death, disability, or termination without cause, in each case within two years after the Change in Control. Outstanding performance-based awards that are not assumed by the surviving company (or its parent company) or replaced with economically equivalent awards

Summary of 2024 Omnibus Incentive Compensation Plan

granted by the surviving company (or its parent company) shall be prorated and vest at target; outstanding performance-based awards that are assumed by the surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company) shall be converted into time-based awards and will become vested and non-forfeitableupon the grantee's retirement, death, disability, or termination without cause, in each case within two years after the Change in Control. The foregoing actions are subject to compliance with Section 409A of the Code.

Amendment or Termination of the 2024 Omnibus Incentive Plan

The 2024 Omnibus Incentive Plan may be amended, suspended or terminated by the Board without further shareholder approval, unless such shareholder approval of any such amendment is (i) noted below, (ii) required by law or regulation or (iii) under the rules of any stock exchange or automated quotation system on which our shares of common stock are then listed or quoted. Shareholder approval is required for an amendment to the 2024 Omnibus Incentive Plan if such amendment (i) increases the benefits accruing to participants under the 2024 Omnibus Incentive Plan, including without limitation, any amendment to the 2024 Omnibus Incentive Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increases the aggregate number of shares of common stock that may be issued under the 2024 Omnibus Incentive Plan or (iii) modifies the requirements as to eligibility for participation in the 2024 Omnibus Incentive Plan. Unless earlier terminated by the Board, the 2024 Omnibus Incentive Plan will terminate when no shares of common stock remain reserved and available for issuance and no other awards remain outstanding or, if earlier, on the tenth anniversary of the adoption of the 2024 Omnibus Incentive Plan by the Board. In addition, subject to the terms of the 2024 Omnibus Incentive Plan, no amendment or termination of the 2024 Omnibus Incentive Plan may materially and adversely affect the right of a grantee under any outstanding award granted under the 2024 Omnibus Incentive Plan without the participant's consent.

Shareholder Rights

No grantee will have any rights as a shareholder of the Company until such award is settled by the issuance of common stock, other than awards for which certain voting and dividend rights or dividend equivalents may be granted.

Transferability

Generally, an award is non-transferableexcept by will or the laws of descent and distribution, and during the lifetime of the grantee to whom the award is granted, the award may only be exercised by, or payable to, the grantee. However, the Compensation Committee may provide that awards other than ISOs or a corresponding SAR that is related to an ISO may be transferred by a grantee to any permitted transferee (as defined in the 2024 Omnibus Incentive Plan). Any such transfer will be permitted only if (i) the grantee does not receive any consideration for the transfer, (ii) the Compensation Committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the permitted transferee. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the grantee, except that such transferee may only transfer the award by will or the laws of descent and distribution.

No Repricing

Notwithstanding any other provision of the 2024 Omnibus Incentive Plan, no option or SAR may be amended to reduce the exercise or grant price nor cancelled in exchange for other options or SARs with a lower exercise or grant price or shares or cash, without shareholder approval.

Compliance with Applicable Law

No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which our Company is a party and the rules of all domestic stock exchanges on which our Company's shares may be listed.

No Employment Rights

Awards do not confer upon any individual any right to continue to be employed by our Company or any affiliate or subsidiary.

Summary of 2024 Omnibus Incentive Compensation Plan

Recoupment of Awards

The 2024 Omnibus Incentive Plan provides that awards granted under it are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of "incentive-based compensation" under the Exchange Act or under any applicable rules and regulations promulgated by the SEC or other applicable law or the primary stock exchange on which our shares are listed.

Miscellaneous

Each grantee in the 2024 Omnibus Incentive Plan remains subject to the Company's securities trading policies with respect to the exercise of options or SARs or the sale of shares of the Company's common stock acquired pursuant to awards. A grantee will forfeit all rights under an award upon notice of termination by the Company or any affiliate for "Cause" (as defined in the 2024 Omnibus Incentive Plan). Award agreements shall contain such other terms and conditions as the Compensation Committee may determine in its sole discretion (to the extent not inconsistent the 2024 Omnibus Incentive Plan).

Awards under the 2024 Omnibus Incentive Plan, generally, are granted for no consideration other than prior and/or future services. Awards granted under the 2024 Omnibus Incentive Plan may, in the discretion of the Compensation Committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2024 Omnibus Incentive Plan or any other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term, and the exercise price of the SAR may not be less than the exercise price of the related ISO. The material terms of each award will be set forth in a written or electronic award agreement between the grantee and the Company. The agreements will specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant. The laws of the State of South Carolina govern the 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive Plan is unfunded, and we will not segregate any assets for grants of awards under the 2024 Omnibus Incentive Plan. The 2024 Omnibus Incentive Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Other than awards excluded from the minimum vesting requirement, no award may be granted under the 2024 Omnibus Incentive Plan that will be eligible to vest earlier than 12 months after the date of grant and/or have a performance period of less than 12 months. Notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of common stock available under the 2024 Omnibus Incentive Plan may be granted without regard to such minimum vesting requirements. The foregoing restrictions do not limit the Compensation Committee's authority to accelerate, or provide for the acceleration of, the vesting of all or any part of any award granted under the 2024 Omnibus Incentive Plan.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a brief summary of certain of the U.S. federal income tax consequences of certain transactions under the 2024 Omnibus Incentive Plan based on the law in effect as of the date of this Proxy Statement. This summary, which is presented for the information of shareholders considering how to vote on this proposal, is not intended to be exhaustive. It does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes) or foreign, state, or local tax consequences. Nor does it describe tax consequences based on particular circumstances. Each grantee in the 2024 Omnibus Incentive Plan should refer to the text of the plan set forth in Appendix A and consult with their own tax advisor as to specific questions relating to tax consequences of participation in the plan.

Nonqualified Stock Options

The grant of a nonqualified stock option will not be a taxable event. The optionee generally will recognize ordinary income upon exercise of the option, in an amount equal to the excess of the fair market value of the shares received at the time of exercise (including option shares withheld by us to satisfy tax withholding obligations) over the exercise price of the option, and generally the Company will be allowed a deduction in this amount, subject to any limitations under Section 162(m) of the Internal Revenue Code of 1986 (as amended, the "IRC") or any other tax rule. Upon disposition of the shares received upon exercise, the optionee will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or short-term capital gain or loss recognized by the optionee upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the optionee's basis in the shares (which basis is ordinarily the fair market value of the shares on the date the option was exercised).

U.S. Federal Income Tax Consequences

ISOs

Neither the grant nor the exercise of an ISO will be a taxable event for regular tax purposes, except that the alternative minimum tax may apply to the exercise. The optionee will recognize long-term capital gain or loss on a disposition of shares acquired upon exercise of the option provided the optionee does not dispose of such shares within two years from the date the option was granted or within one year after the shares were transferred to the optionee. For purposes of determining such gain or loss, the optionee's basis in such shares will, in general, be the exercise price of such option. If the optionee satisfies both of the holding periods described above, then the Company will not be allowed a deduction by reason of the exercise of the option. If the optionee disposes of the shares acquired upon exercise before satisfying both of the holding period requirements discussed above (a "disqualifying disposition"), their gain recognized on the disqualifying disposition will be taxed as ordinary income to the extent of the difference between the fair market value of the shares on the date of exercise (or, if less, the amount realized upon the disposition of the shares) and the exercise price of such option, and the Company will generally be entitled to a deduction in this amount, subject to any limitations under Section 162(m) of the IRC or any other tax rule. The gain (if any) in excess of the amount recognized as ordinary income on a disqualifying disposition will be taxed as a long-term or short-term capital gain, depending upon the length of time the recipient held the shares.

SARs

The grant of a SAR will not be a taxable event. The recipient of a SAR generally will recognize ordinary income upon exercise of the SAR, in an amount equal to the excess of the fair market value of the exercised shares at the time of exercise (including shares withheld by us to satisfy tax withholding obligations) over the exercise or base price of the SAR, and generally the Company will be allowed a deduction in this amount, subject to any limitations under Section 162(m) of the IRC or any other tax rule. Upon disposition of any shares received upon exercise, the recipient will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or short-term capital gain or loss recognized by the recipient upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the recipient's basis in the shares (which basis is ordinarily the fair market value of the shares on the date the SAR was exercised).

Restricted Shares

The grant of restricted stock will not be a taxable event until the award vests, unless the participant timely files an election under Section 83(b) of the IRC to be taxed at the time of grant. If the recipient makes such an election, he or she will recognize ordinary income equal to the fair market value of the shares at the time of purchase or grant less the amount paid for such shares (if any). Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss, and any dividends paid after the date of grant will be taxed as dividend income. If the recipient does not make an 83(b) election, the recipient will upon vesting recognize ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares (if any), and any dividends that accrue and become vested similarly will be taxed as ordinary wage income. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss. The Company will generally be allowed a deduction for the compensation income recognized by the recipient, subject to any limitations under Section 162(m) or any other tax rule.

Restricted Stock Units, Deferred Stock, Performance Units and Performance Based Awards

The grant of an award of restricted stock units (including deferred stock, performance-based awards, or performance units) will not be a taxable event. The recipient of the award generally will recognize ordinary compensation income in an amount equal to the fair market value of the shares of common stock received (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents), and generally the Company will be entitled to a deduction in this amount, subject to any limitations under Section 162(m) of the IRC or any other tax rule. A recipient's basis for determining gain or loss on a subsequent disposition of these shares of common stock will be the amount the recipient must include in income with respect to the shares. Any gain or loss recognized on a disposition of the shares of common stock generally will be short-term or long-term capital gain or loss, depending on the length of time the recipient holds the shares. A recipient who makes a proper election to defer the settlement of restricted stock units will not recognize income with respect to the restricted stock units, and the Company will not be entitled to a corresponding deduction, until the end of the deferral period. At the end of the deferral period, the recipient will recognize ordinary compensation income, and the Company will be entitled to a corresponding deduction, subject to any limitations under Section 162(m) of the IRC or any other tax rule, equal to the fair market value of the shares of

U.S. Federal Income Tax Consequences

common stock issued at that time (or the amount of any cash payment made in lieu of shares or upon the vesting and payment of any dividend equivalents).

Other Stock-Based Awards

In the case of an award of restricted stock units, performance awards, dividend equivalent rights, or other stock-based, the recipient will generally recognize ordinary income in an amount equal to the fair market value of any shares received on the date of payment or delivery, provided that the award is exempt from or complies with Section 409A of the IRC.

NEW PLAN BENEFITS

The benefits that will be awarded or paid under the 2024 Omnibus Incentive Plan are currently not determinable. The awards granted under the 2024 Omnibus Incentive Plan will depend on the Compensation Committee's actions and the fair market value of shares at various future dates, and the Compensation Committee has not determined future awards or who might receive them. As a result, it is not possible to determine the benefits that executive officers, other employees, non-employeedirectors and consultants will receive if the 2024 Omnibus Incentive Plan is approved by the shareholders. In order to provide comparable data in the nature of awards that could be granted under the 2024 Omnibus Incentive Plan, the chart below has data regarding awards granted under the 2021 Omnibus Incentive Plan in fiscal 2024. The number of shares that will ultimately be paid with respect to performance awards listed cannot be determined because they are subject to future achievement of performance conditions.

RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board unanimously recommends that shareholders vote "FOR"the approval of the Company's 2024 Omnibus Incentive Plan.

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.

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 2024.

Executive Summary

2024 Business results

Fiscal 2024 was a challenging year in terms of financial results. For fiscal 2024, net sales decreased to $3.3 billion from softer demand in a more cautious technology spending environment. For fiscal 2024, operating income decreased to $90 million from $135.9 million in the prior year. Fiscal 2024 non-GAAPoperating income decreased to $110.4 million from $151.1 million for the prior year. On a GAAP basis, net income for fiscal 2024 totaled $77.1 million compared to $88.1 million for the prior year. Non-GAAPnet income totaled $77.7 million compared to $97.7 million for the prior year. For more information on our non-GAAPmeasures and reconciliations to GAAP measures, see "Non-GAAPFinancial Information" beginning on page 28 of the Annual Report for fiscal 2024 filed with the SEC on August 27, 2024 (the "Annual Report").

Despite the macroeconomic headwinds that we faced in fiscal 2024, we continued to make progress on our strategic plan of delivering hybrid distribution solutions that allow our channel partners to meet the technology demands of end users. We are enabling our customers by accelerating their transformation in order to take advantage of the new digital opportunities in the market. During fiscal 2024, we focused on building a cash culture and managing our SG&A to match our reduction in revenue. The result was operating cash flow for the year of $372 million, driven by working capital efficiency and lower sales. The Company managed to significantly reduce working capital needs, primarily from lower inventory levels while still delivering excellent service to our channel partners. We also made great strides on our working capital efficiency resulting in a strong balance sheet at the end of the year, with $185 million in cash, and a total debt to net income leverage ratio on a trailing 12-monthbasis of below two and a non-GAAPnet debt leverage ratio below zero on a trailing 12-monthadjusted EBITDA basis. For more information on these non-GAAPmeasures and reconciliations to GAAP measures, see Appendix B.

Consistent with our emphasis on working capital efficiency, we adjusted the annual variable performance-based cash incentive awards for our NEOs in fiscal 2024 to include a return on working capital measure, incorporating both adjusted EBITDA and working capital.

We continued to execute our capital allocation strategy in fiscal 2024 balancing both strategic acquisitions and share repurchases. In fiscal 2024, we announced two acquisitions in the different segments of our business that align with our business strategy. Share repurchases totaled $43 million for fiscal 2024.

Fiscal 2024 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.

Compensation Discussion and Analysis

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, except for a change to the performance metrics used to set targets for the annual cash incentive opportunity.

Our financial performance during fiscal 2024 is reflected in the compensation of each of our current NEOs for fiscal 2024, 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 2024, the cash incentives paid to our NEOs decreased from fiscal 2023 based primarily on (i) our financial performance and (ii) the Compensation Committee's pre-establishedManagement Incentive Plan ("MIP") operating targets for the cash incentive opportunity. The value of the equity awarded to our NEOs increased in fiscal 2024, 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 2024 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, 66% of our CEO's total compensation, 59% of Jones' total compensation, 40% of Smith's total compensation, 41% of Hayden's total compensation, and 42% of Conde's total compensation for fiscal 2024 was in the form of long-term equity incentives (each as reported in the Summary Compensation Table). For fiscal 2024, variable performance-based compensation in the form of cash and long-term equity incentives constituted 79% of our CEO's total compensation, 73% of Jones' total compensation, 58% of Smith's total compensation, 55% of Hayden's total compensation, and 54% 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 93%) of our shareholders voting at the January 2024 Annual Meeting approved the compensation described in our 2023 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 ESG efforts. An independent director has participated in several of these dialogues, 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.

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:

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.

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.

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, third-party compensation consultants.

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.

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. The Compensation Committee then evaluates each NEO, including the CEO, sets performance criteria for annual cash incentive awards, and makes long-term equity grants, if any. At the beginning of each fiscal year and as necessary throughout the year, MIP targets for certain financial measures are established following consultation with management with consideration for adjustments for one-timeexpenses or longer-term investments that are planned. As part of its evaluation process, the Compensation Committee considers our 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 compensation consultants. 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.

Role of Compensation Consultant

The Compensation Committee has the authority to retain independent compensation consultants to provide counsel and advice. For fiscal 2024, 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. The Compensation Committee also considers analysis and benchmarking by third parties, such as ISS and Equilar, and the different peer groups each firm uses for comparative purposes in order to gain a better understanding of compensation practices and trends in the market.

Our compensation consultants provide 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 2024 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 2024 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 2024, including the fiscal 2024 MIP design and equity awards.

Compensation Discussion and Analysis

Named Executive Officer Compensation in Fiscal 2024

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 compensation consultants, 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 2024, 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. The result was operating cash flow for the year of $372 million, driven by a significant reduction in working capital from lower sales and our working capital efficiency improvements, including managing our SG&A spending. Consistent with our emphasis on working capital efficiency, we adjusted the annual variable performance-based cash incentive awards for our NEOs in fiscal 2024 to include a return on working capital measure, incorporating both adjusted EBITDA and working capital.

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 2023 to determine the NEOs' base salaries for fiscal 2024. The Compensation Committee generally awarded a 3% increase for each, other than for Smith, who received a 5% increase, and Eldh, who departed from the Company on November 17, 2023 and did not receive an increase.

Base salaries for the NEOs for fiscal 2024 as of July 1, 2023 were as follows:

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-determinedCompany financial and operating performance goals. 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-GAAPoperating results as compared to pre-establishedthreshold and stretch goals. The cash incentive opportunities for our NEOs fiscal 2024 remained at the same percentage level as fiscal 2023. 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.

Compensation Discussion and Analysis

For fiscal 2024, the Compensation Committee set MIP targets for consolidated adjusted EBITDA ("Adjusted EBITDA"), recurring revenue ("Recurring Revenue") and return on working capital ("ROWC") based on the Compensation Committee's belief that these measurements have a strong correlation with shareholder value. Management emphasizes these measures in evaluating and monitoring the Company's financial condition and operating performance. These metrics assist management in comparing the Company's performance over various reporting periods on a consistent basis because they remove the impact of items that do not reflect our core operating performance from the Company's operating results.

The performance metrics were established by the Compensation Committee in August 2023. Each performance metric is adopted with certain adjustments to align management's performance on focused strategic objectives. The maximum incentive award for any NEO is 200% of their target bonus.

For fiscal 2024, the Compensation Committee established the adjusted MIP performance targets to reflect the impact of the sale of intY in second quarter fiscal 2024 as set forth below. The payouts of the awards depend on our results in comparison to these targets, weighted as follows: Adjusted EBITDA, 60%; Recurring Revenue, 20%; and ROWC, 20%. 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 50% of the target. The award earned for results between the threshold and the maximum of 200% of the target is calculated using straight-line interpolation.

Fiscal 2024 MIP Performance Targets

The Compensation Committee has the discretion to adjust these measurements for extraordinary one-timeevents, or other items beyond management's control, and to award cash incentives based on other criteria. For fiscal 2024, the Compensation Committee determined to adjust the MIP attainment calculation for Adjusted EBITDA to reflect a non-GAAPshare-based compensation, tax recovery benefit, cyberattack restoration costs, gain on sale of business, acquisition and divestiture costs, and restructuring costs given the operational nature of the recovery and the prior period impacts on the Adjusted EBITDA measure (see page 28 of the Annual Report for a reconciliation to GAAP). In light of the strong shareholder value created in fiscal 2024, the Compensation Committee also decided to increase the awards payable to all the NEOs, except Eldh, under the MIP by adding 20% to the achieved bonus payout

Compensation Discussion and Analysis

percentage to better align NEO compensation with the value creation, which included the strong-free cash flow and the nearly 50% increase in common stock price during fiscal 2024. As a result of the Committee's decision and the Adjusted EBITDA, Recurring Revenue, and ROWC results for fiscal 2024, the cash incentive award earned by the currently employed NEOs under the MIP in fiscal 2024 was 60% of the target, as compared to 95% in fiscal 2023 and 161.8% in fiscal 2022. The specific calculations, targets and cash awards for each NEO under the MIP for fiscal 2024 are detailed below.

Supplemental MIP Bonus Program

In August 2023, against the backdrop of losses incurred by the Company in connection with the cybersecurity attack in the fourth quarter of fiscal 2023 (the "Cyberattack") and the resulting impact on bonus plan achievement, the Compensation Committee established a supplemental plan under the MIP to provide for the award to the NEOs of an additional cash bonus payment (the "Cyber Insurance Program"). Under the Cyber Insurance Program, each NEO will be eligible to receive an additional cash bonus payment in the event the Company accrues any insurance proceeds to reimburse the Company for the losses incurred in connection with the Cyberattack. Any cash bonus payments that become payable under the Cyber Insurance Program will be paid no later than 30 days after accrual of the reimbursements. The Cyber Insurance Program enables the NEOs to earn the portion of the cash bonus they would have received under the MIP for fiscal 2023 if the insurance proceeds for losses incurred in connection with the Cyberattack were accrued during fiscal 2023. The Cyber Insurance Program remains ongoing. In fiscal 2024, no insurance proceeds were accrued to reimburse the Company for the Cyberattack loss, and no cash bonus payments were paid.

Long-Term Equity Incentives

GENERAL OVERVIEW

Equity awards are a significant component of our NEO compensation. The Compensation Committee annually grants equity awards, typically in the form of restricted stock awards and/or restricted stock units and performance-based restricted stock units or awards. We believe this element of our compensation program provides our NEOs with the opportunity to develop a significant ownership stake in the Company and directly aligns their interests with the long-term interests of our shareholders. In addition, equity awards serve as a retention vehicle for the NEOs because, if the applicable criteria are met, they typically vest over a set number of years and generally are forfeited if not vested upon termination of employment. We maintain a formal Equity Award Grant Policy, whereby equity awards to employees are made by, or with the oversight of, the Compensation Committee or the Board. Under the policy, the Compensation Committee must approve any equity awards to the NEOs, and our Principal Accounting Officer and People & Culture management oversee the documentation of, and accounting for, equity award grants.

The number of shares subject to equity awards granted by the Compensation Committee to NEOs in a given year is based on, among other things, overall Company performance, the number of shares available for awards under the 2021 Omnibus Incentive Plan or successor plan, the value of the proposed award, the amount and realizable value of equity awards awarded in prior years, total compensation and consideration of the competitive market practice for the respective position level and experience, with the ultimate objective of motivating, rewarding and retaining NEOs while maintaining efficient use of equity and preserving shareholder value. The Compensation Committee determines the number of shares of a value-based restricted stock unit award by using the closing price of our stock on the grant date.

Compensation Discussion and Analysis

The grant date for annual equity awards provides that the grant date will be the third trading date following the meeting at which the awards are approved, provided that the Company is in an open trading window, and otherwise on the first trading day of the next open trading window. In addition, vesting of such awards accelerates on a change in control followed by termination in certain instances or upon death, disability or termination due to retirement. In certain circumstances, the vesting term may be reduced due to termination of employment, death or disability of a participant.

The Compensation Committee may also make special grants of equity awards during the year in the case of the hiring or promotion of certain eligible persons, or in other situations not involving annual grants. The grant date for non-annualgrants approved by the Compensation Committee on or before the 15^th day of the second month of the quarter will be the first day of the third month of such quarter. For non-annualgrants approved after the 15^th day of the second month of the quarter, the grant date will be the first day of the third month of the following quarter. In any event, all equity awards must be made during an open trading window.

FISCAL 2024 ANNUAL LONG-TERM INCENTIVE AWARDS

The annual grant of long-term equity incentives was awarded to our NEOs in August 2023. In fiscal 2024, 50% of the long-term equity incentives awarded to our NEOs were in the form of time-based restricted stock units and the remaining 50% were in the form of performance-based restricted stock units. The time-based restricted stock units generally vest and become exercisable in one-fourthincrements on the anniversary of the grant date over four years, subject to the continued employment of the NEO on the applicable vesting date. The performance-based restricted stock units generally vest upon the third anniversary of the grant date, subject to the continued employment of the NEO on the applicable vesting date and achievement of the performance targets set by the Compensation Committee over the applicable performance period.

The long-term equity incentives awarded to our NEOs in fiscal 2024 are set forth below:

Fiscal 2024 Performance-Based Equity Awards Performance Metrics

As discussed above, the Compensation Committee grants certain employees, including our NEOs, performance-based restricted stock units that contain both performance and service vesting conditions over a multi-year period. Performance-based awards are conditioned on achievement of pre-establishedperformance targets. New performance periods begin each fiscal year, and performance targets and the target awards for our NEOs are established shortly after the beginning of the applicable performance period.

Compensation Discussion and Analysis

For fiscal 2024, the performance-based restricted stock units granted will vest, if at all, based on two equally weighted performance metrics: (i) an earnings per share performance metric based on the achievement of annual target levels of normalized non-GAAPearnings per share over a two-yearperformance period (the "Normalized EPS") and (ii) a return on invested capital performance metric based on annual target levels of adjusted return on invested capital over a three-year performance period (the "Performance Award Adjusted ROIC"), subject to adjustments for certain nonrecurring items as approved by the Compensation Committee. The Compensation Committee considers Normalized EPS and Performance Award Adjusted ROIC to be key drivers of shareholder value and fundamental to long-term value creation. The Compensation Committee also believes that measuring our performance against multiple metrics provides a more complete picture of our performance.

The fiscal 2024 performance-based restricted stock units cliff vest, if at all, on the third anniversary of the grant date, subject to the NEO's continued employment through the vesting date and achievement of the performance metrics. Achievement of the Normalized EPS and Performance Award Adjusted ROIC performance targets is determined at the end of the three-year vesting period. Half of the target performance-based restricted stock units that each NEO is awarded must achieve the Normalized EPS cumulative target level (the "Normalized EPS PSUs") and the other half must achieve the Performance Award Adjusted ROIC annual target levels (the "Adjusted ROIC PSUs"). The total sum of restricted stock units earned is capped at 200% of the aggregate target number of restricted stock units for the fiscal 2024 through fiscal 2026 performance vesting period.

The Normalized EPS PSUs are subject to a relative total shareholder return modifier (the "rTSR Modifier") that is determined at the end of the three-year vesting period. For fiscal 2024, the performance period for measuring Normalized EPS for the Normalized EPS PSUs is based on measuring cumulative performance from July 1, 2023 until June 30, 2025 (i.e., from the beginning of fiscal 2024 until the end of fiscal 2025).

The following table summarizes the cumulative performance metrics that must be attained with respect to each year for the fiscal 2024 Normalized EPS PSUs. If at the end of the two-yearperformance period, the performance targets are achieved at a level between the stated performance levels, vesting will be determined by linear interpolation.

The awards earned upon achievement of the cumulative Normalized EPS performance target are subject to a rTSR Modifier whereby, at the end of the three-year vesting period, the Normalized EPS payout is adjusted upwards or downwards based on the Company's actual total shareholder return ("TSR") relative to the TSR of a comparator group of companies with high correlation to the Company's industry (the "TSR Comparator Group"). The adjustment can be up to 25%, upwards or downwards, but is subject to the absolute TSR governor, and in all cases is capped so that maximum payout for Normalized EPS performance cannot exceed 200% of target. The rTSR Modifier is the percentage multiplier assigned to the Company's TSR rank compared to the TSR Comparator Group for the applicable three-year performance period. To determine the rank, the TSRs of the Company and each company in the TSR Comparator Group will be ranked for the performance period to determine the quartile which contains the Company. No interpolation applied to determine the rTSR Modifier.

Compensation Discussion and Analysis

Depending on the Company's rTSR to the TSRs of the TSR Comparator Group, the payout percentage of Normalized EPS PSUs that are subject to vesting will be modified as follows:

For fiscal 2024 performance-based equity awards, the Compensation Committee approved a rTSR comparator group comprised of 25 public companies that serve as a representative index. The comparator group for the rTSR modifier includes constituents of the S&P 600 Technology Hardware & Equipment (Industry Group) Index.

For fiscal 2024, the performance period for the Adjusted ROIC PSUs is based on measuring performance annually from July 1, 2023 until June 30, 2026 (i.e., from the beginning of fiscal 2024 until the end of fiscal 2026).

The following table summarizes the performance metrics that must be attained annually for the fiscal 2024 Adjusted ROIC PSUs. If the performance targets are achieved at a level between the stated performance levels, vesting will be determined by linear interpolation.

Fiscal 2023 and Fiscal 2022 Performance-Based Equity Awards

Certain of our NEOs were granted performance-based restricted stock units in fiscal 2023 and fiscal 2022 which vest on the third anniversary of the date of grant, subject to the NEO's continued employment through the vesting date. Similar to the fiscal 2024 performance-based equity awards, vesting of the fiscal 2023 and fiscal 2022 awards is subject to attainment of certain performance targets over the applicable performance periods and other terms and conditions established by the Compensation Committee. The fiscal 2023 and fiscal 2022 awards were subject to two equally weighted performance metrics: (i) Normalized EPS (subject to an rTSR Modifier) and (ii) Performance Award Adjusted ROIC. Achievement of the performance targets for the fiscal 2023 awards will be determined following the applicable performance and vesting periods. Baur, Jones and Hayden earned 165% of their fiscal 2022 performance shares (including 200% of the performance shares subject to the Normalized EPS target and 130% of the performance shares

Compensation Discussion and Analysis

subject to the Performance Award Adjusted ROIC target). Achievement of the performance targets for the fiscal 2022 awards was as follows:

Other Important Compensation Policies Affecting the Named Executive Officers

Compensation Recovery Policy

The Compensation Recovery Policy provides for the recovery of erroneously awarded incentive-based compensation "received" by current and former NEOs in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, regardless of fault or misconduct. If an NEO receives an award under our equity or cash incentive plans based on financial statements that subsequently are restated in a way that would decrease the amount of the award to which such NEO was entitled, then the NEO will be required to refund the Company the difference between what they received and what they should have received. In addition, this policy requires the recoupment of any compensation to the extent mandated by all applicable laws, rules, and regulations. The Compensation Recovery Policy applies to compensation received on or after October 2, 2023. The Compensation Committee monitors laws, rules and regulations on compensation recovery policies and will amend this policy as required to comply with any new compensation recovery rules or regulations.

Stock Ownership Requirements

The Compensation Committee has adopted minimum ownership requirements for Company stock for the CEO. The ownership target for the CEO has been established as three times his annual base compensation. Our CEO is expected to utilize grants under equity compensation plans to maintain the levels of ownership required by the policy. The policy also incorporates an equity retention requirement by requiring him to retain 50% of the net shares resulting from the vesting or exercise of certain awards to obtain the required ownership under the policy.

As of June 30, 2024, our CEO was in compliance with our stock ownership guidelines.

Anti-Hedging and Anti-Pledging Policy

Our NEOs and directors are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. All NEOs and directors are in compliance with this policy. Our NEOs and directors are also prohibited from engaging in hedging transactions.

Perquisites

We provide only limited perquisites to our NEOs, including relocation cost reimbursements and the availability of a voluntary comprehensive physical examination for them and/or their spouse once every fiscal year. The physical examinations help ensure our NEOs' continued health and ability to render services to the Company. The physicals are

Compensation Discussion and Analysis

provided to encourage senior leaders of the Company to set an example for living positively and active healthy living. We do not provide any other material perquisites to our NEOs.

Health and Insurance Plans

Our NEOs are entitled to participate in our health, vision, dental, paid time off, life, disability and employee stock purchase plans to the same degree that our other employees are entitled to participate. In addition, our NEOs participate in a company paid supplemental long-term disability plan and each receives company paid term life insurance in the amount of $1,000,000 (subject to underwriting) and $500,000 (subject to limited underwriting).

Deferred Compensation Plan

We maintain the Deferred Compensation Plan pursuant to which NEOs may defer a portion of their annual compensation. These deferrals are matched to the extent specified in each NEO's employment agreement or letter, and such contributions vest over a five-year period. Participants invest their deferrals and Company matching contributions among various funds designated by the plan administrator (and currently may not be invested in our common stock). Participants become fully vested in any employer contributions as long as they are continuously employed until their death, total disability, they reach the date in which the sum of age and years of service equals or exceeds 65, or the occurrence of a change in control. We maintain the Deferred Compensation Plan to provide a competitive benefit and to facilitate adequate savings for retirement on a tax efficient basis for our NEOs.

Retirement Benefits

The NEOs are eligible to participate in our 401(k) Plan, which is a Company-wide, tax-qualifiedretirement plan. The intent of this plan is to provide all employees with a tax-advantagedsavings opportunity for retirement. We sponsor this plan to help employees at all levels save and accumulate assets for use during their retirement. Eligible pay under this plan is capped at Internal Revenue Code annual limits. We provide a 50% matching contribution on the first 6% that an employee contributes. These Company contributions vest over a five-year period.

Employee Stock Purchase Plan

Eligible employees may participate in our Employee Stock Purchase Plan ("ESPP"), which is a Company-wide employee stock purchase plan. The intent of the ESPP is to assist our employees in acquiring a stock ownership interest in the Company.

Employment Agreements and Employment Letters

We have determined that the Company's and our shareholders' interests are best served by entering into (i) an employment agreement with our CEO and (ii) employment letters with an accompanying severance plan with our other NEOs. Such agreements, letters and plans are the result of arms' length negotiations between the Compensation Committee, the Company, the CEO and other NEOs, and all are approved by the Compensation Committee. We believe that these employment arrangements benefit us and our shareholders by permitting us to attract and retain NEOs with demonstrated leadership abilities and to secure their services over an extended period of time. In addition, the employment arrangements align executive interests with the long-term interests of the Company and serve our recruitment and retention goals by providing NEOs with security based on the knowledge of how they will be compensated over the course of their employment, while at the same time providing the Company with significant protections regarding non-competition,non-solicitationof business and employees, and confidential business information.

On June 15, 2017, we entered into a three-year employment agreement, effective July 1, 2017, with Mike Baur. Baur's employment agreement provides for:

Compensation Discussion and Analysis

In addition, we will make additional payments to Baur's deferred compensation account to cover the cost of future premiums for "access only" continuation coverage under our medical and dental plan following termination of employment assuming Baur is enrolled in Medicare Parts A, B and D, obtains a Medicare supplemental policy until age 80, and pays the full cost for such coverage.

Under Baur's employment agreement, variable cash incentive opportunities will continue to be based upon the performance and attainment of performance goals to be established annually by the Compensation Committee, subject to maximum amounts that may be earned. Baur's annual equity award opportunity is subject to the Compensation Committee's discretion and the terms of our equity plan and related equity award agreements.

Baur's employment agreement also provides for severance payments to Baur upon certain events, as further described in the "Severance Plan" section below.

On November 16, 2020, we entered into an employment letter with Stephen Jones in connection with his appointment as our Senior Executive Vice President and Chief Financial Officer, effective December 14, 2020. Under the employment letter, Jones is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He also receives other benefits, including relocation benefits, change-in-controlpayments as a participant in the Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan.

On February 9, 2023, we entered into an employment letter with Shana Smith in connection with her appointment as our Senior Executive Vice President and Chief Legal Officer, effective February 21, 2023. Under the employment letter, Smith is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. She receives other benefits, including relocation benefits, change-in-controlpayments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan.

On May 6, 2021, we entered into an employment letter with Rachel Hayden in connection with her appointment as our Senior Executive Vice President and Chief Information Officer, effective June 7, 2021. Under the employment letter, Hayden is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. She receives other benefits, including relocation benefits, change-in-controlpayments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan.

On June 29, 2022, we entered into an employment letter with Alexandre Conde in connection with his appointment as our Senior Executive Vice President and Chief People Officer, effective August 1, 2022. Under the employment letter, Conde is paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He receives other benefits, including relocation benefits, change-in-controlpayments as a participant in a Severance Plan described below, and is eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan.

On September 27, 2019, we entered into an employment letter with John Eldh in connection with his appointment as our Senior Executive Vice President and Chief Revenue Officer, effective October 1, 2019. Under the employment letter, Eldh was paid an annual base salary and eligible to participate in the variable cash compensation incentive program. He also received other benefits, including relocation benefits, change-in-controlpayments as a participant in a Severance Plan described below, and was eligible for participation in our other long-term incentive programs and the Deferred Compensation Plan. We entered into a Separation Agreement and General Release with Eldh in September 2023 that superseded his rights under his employment letter and the Severance Plan.

See the "Employment Arrangements and Potential Payments upon Certain Events" section for more information on Baur's, Jones', Smith's, Hayden's, Conde's and Eldh's employment arrangements that were in effect during fiscal 2024.

Severance Plan

We have established a severance plan to provide severance and other benefits to certain executives selected by the Compensation Committee to participate in the severance plan. The Company's severance plan is uniform for the current

Compensation Discussion and Analysis

executives selected by the Compensation Committee to participate at their respective levels, except for John Eldh, who had several provisions that were individually tailored, as described below. We refer to the Company severance plan and Eldh's severance plan collectively as the "Severance Plan."

The employment arrangements with our NEOs and the Severance Plan provide that, if the employment of any participant in the Severance Plan is terminated by the Company without cause, or if the Executive resigns for good reason, we will be required to pay or provide the executive's base salary earned through the date of termination. In addition, we will also be required to pay to the executive in such instances any other amounts or benefits the executive is eligible to receive under any Company plan, program, policy, practice, contract or agreement in accordance with their terms. In such instances, we will also be required to provide severance benefits to the executive, subject to the executive's execution of a release, consisting of compensation equal to the average annual base salary and variable compensation earned by the executive, including any amounts earned but deferred, in the last three fiscal years completed prior to the termination (the "Average Compensation Amount"), multiplied by a severance multiple, less withholdings. In the case of Mike Baur, the severance multiple is equal to 2.5, in the case of Jones, Smith, Hayden and Conde, the severance multiple is (and for Eldh was) 1.5, and in the case of any other executive participating in the Severance Plan, the severance multiple will be set forth in a participation agreement between the Company and such executive (a "Participation Agreement"), but such multiple may not exceed 2.5. In the event the termination occurs within 12 months after or prior to and in contemplation of certain change in control events, Baur will receive three times his Average Compensation Amount, Jones, Smith, Hayden, and Conde, will receive (and Eldh could have received) two times their respective Average Compensation Amount and, in the case of any other executive participating in the Severance Plan, such executive will receive their Average Compensation Amount multiplied by their change in control multiple, as set forth in a Participation Agreement. In addition, in the event that the executive's employment is terminated by us without cause, or if the executive resigns for good reason, the executive will be entitled to receive a bonus equal to the pro-rataportion of the then current fiscal year annual variable compensation that otherwise would be payable to the executive based on actual performance. For a period of up to twenty-four months (or in the case of Eldh, up to eighteen months) following the date of such a termination (or in the case of Baur, until he attains 65 years of age), the executives shall be entitled to participate in our medical and dental plans, with the executive paying the full premium charged for such coverage subject to the terms of the employment agreement, the employment letter, and/or the Severance Plan, as applicable.

If the executive's employment is terminated for cause or if the executive voluntarily terminates their employment during the term of the agreement, other than for good reason, we will only be obligated to provide any accrued amounts payable on the executive's annual base salary or any other amounts not previously paid, but earned, by the executive through the date of termination, and benefits under other plans in accordance with their terms. If the executive dies, becomes disabled, or retires during the term of the employment agreement, the employment letter, and/or the Severance Plan, as applicable, we will only be obligated to provide any accrued amounts payable on the executive's annual base salary or any other amounts not previously paid, but earned, by the executive as of the date of termination, a bonus equal to the pro-rataportion of the then current fiscal year annual variable compensation that would otherwise be payable to the executive based on actual performance, and benefits under other plans in accordance with their terms.

If we do not renew the employment agreement, or enter into a new employment agreement with the same or similar terms after the end of the employment period, and Baur remains an employee of the Company in any capacity, Baur's employment will be on an at-willbasis, and Baur generally will be eligible to receive the same severance benefits set forth in the employment agreement.

In addition, each employment agreement, employment letter, and/or Severance Plan, as applicable, requires the executive not to, during the term of their employment and for a period of two years (or in the case of Eldh, for a period of eighteen months) following the termination of such executive's employment: (a) compete with the Company; (b) solicit certain customers or suppliers and certain prospective customers or suppliers of the Company; or (c) solicit employees to leave the Company. Each of the employment agreement, the employment letter, and/or the Severance Plan, as applicable, also requires the executive not to use or disclose our confidential information or trade secrets during the term of their employment and for a period of five years thereafter or for so long as the trade secrets remain protected. In addition, the Company and each executive agree not to disparage each other during the term of employment or for a period of five years thereafter. If an executive breaches or threatens to breach such restrictions on conduct, we may immediately cease any severance benefits or refuse such payment and shall be entitled to recover from any such executive any amounts previously paid as a severance benefit.

Compensation Discussion and Analysis

Post-Termination Restrictions and Compensation

The Compensation Committee believes that our NEOs should be provided with reasonable severance benefits in the event a NEO is terminated under certain circumstances. Severance benefits for NEOs reflect the fact that the NEO may not be able to find reasonably comparable employment within a reasonable period of time following termination. In addition, the Compensation Committee believes that certain post-termination benefits such as change in control payments will allow the NEOs to focus their time on potential transactions that may be beneficial to the Company, rather than have concern for their own employment prospects following a change in control. Severance benefits are provided under our employment agreements, employment letters and/or the Severance Plan, as applicable.

Non-Competeand Non-SolicitationAgreements

Our NEOs are obligated pursuant to their employment agreements, employment letters, and/or the Severance Plan, as applicable, not to compete with the Company for a period of two years (or in the case of Eldh, for a period of eighteen months) following their termination of employment with the Company. These agreements also restrict the NEOs' disclosure and use of confidential information to which they were exposed during their employment. In addition, the agreements provide for restrictions on the solicitation of suppliers, customers and employees of the Company for a period of twenty-four months (or in the case of Eldh, for a period of eighteen months) following termination of employment.

Severance and Change in Control Benefits

In the event of a termination of employment by the Company other than for cause, death, disability, retirement, the expiration of the employment agreement (in the case of Mike Baur), or by a NEO for good reason, the NEO will be entitled to a severance payment, provided that the NEO is in, and remains in, compliance with the non-competition,confidentiality, non-solicitationand related covenants provided in their employment agreement or the Severance Plan. The amount of a severance payment varies based upon the NEO's historic compensation amounts, up to two and a half times the Chief Executive Officer's and one and one-halftimes the other NEO's average annual base salary and variable compensation over the last three fiscal years prior to a termination. These potential payments are discussed in more detail under the caption "Employment Arrangements and Potential Payments Upon Certain Events" below.

Our NEOs' employment agreements, employment letters, and/or the Severance Plan, as applicable, provide for severance in the event of certain termination in connection with a change of control. Such severance payments will be made only if a "double trigger" is met. That is, both a change in control and a termination of employment are required. This is discussed in more detail under the caption "Employment Arrangements and Potential Payments Upon Certain Events" below. The Compensation Committee believes this benefit is required to offer competitive benefits to attract and retain highly qualified executives.

Additional Compensation Matters

Risk Assessment of Compensation Policies and Practices

We have assessed our compensation programs for all employees and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. We believe that our compensation program reflects an appropriate mix of compensation elements and balances current and long-term performance objectives, cash and equity compensation, and risks and rewards. During fiscal 2024, the Board reviewed the 2021 Omnibus Incentive Plan and all financial targets associated with performance-based compensation, and in October 2024, the Board approved the 2024 Omnibus Incentive Plan. In addition, during fiscal 2024, the Compensation Committee reviewed our compensation policies and practices for all employees, including our NEOs, particularly as they relate to risk management practices and risk-taking incentives. As part of its review, the Compensation Committee discussed with management the ways in which risk is effectively managed or mitigated as it relates to our compensation programs and policies.

Based on this review, the Compensation Committee believes that our compensation programs do not encourage excessive risk but instead encourage behaviors that support sustainable value creation. The following features of our executive incentive compensation program illustrate this point:

Compensation Discussion and Analysis

Based on a combination of the above, we believe that (i) our NEOs and other employees are encouraged to manage the Company in a prudent manner because our compensation programs are aligned with our business strategy and risk profile, and (ii) our incentive programs are not designed to encourage our NEOs or other employees to take excessive risks or risks that are inconsistent with the Company's and shareholders' best interests. In addition, we have in place various controls and management processes that help mitigate the potential for incentive compensation plans to have a material adverse effect on the Company.

Impact of Accounting and Tax Treatment of Compensation

Section 162(m) of the Code generally sets a limit of $1 million on the amount of compensation that we may deduct for federal income tax purposes in any given year with respect to the compensation of each of our NEOs. For years beginning prior to January 1, 2018, the $1 million limitation did not apply to qualified performance-based compensation that satisfied certain requirements, including, among others, approval of the material terms of the plan by our shareholders. Effective for the years beginning on or after January 1, 2018, there is no exception for qualified performance-based compensation from the Section 162(m) limitation, although a transition rule applies in some circumstances for outstanding awards. We consider the impact of the deduction limit under Section 162(m) when developing and implementing our executive compensation programs. We intend to design our executive compensation arrangements to be consistent with the interests of our shareholders. We believe that it is important to preserve flexibility in administering compensation programs to promote various corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m) of the Internal Revenue Code. Some amounts paid under our compensation programs may not be deductible as the result of Section 162(m).

Compensation Tables

COMPENSATION TABLES

2024 Summary Compensation Table

The following table summarizes compensation paid to or accrued on behalf of the NEOs for fiscal 2024:

2024 All Other Compensation Table

2024 All Other Compensation Table

The following supplemental table summarizes all other compensation paid to our NEOs fiscal 2024, which is included in the "All Other Compensation" column in the 2024 Summary Compensation Table above:

2024 Grants of Plan Based Awards Table

2024 Grants of Plan Based Awards Table

The following table summarizes awards granted to each of the NEOs during fiscal 2024 under the 2021 Omnibus Incentive Plan: