TD SYNNEX CORPSNX
TD SYNNEX CORP Stock Compensation Disclosure
SHARE-BASED COMPENSATION:
Overview of TD SYNNEX Stock Incentive Plans
The Company’s stock incentive plans include plans adopted in 2020 and 2013 (the “TD SYNNEX Plan(s)”). The TD SYNNEX Plans, as amended, provide for the direct award or sale of shares of common stock, restricted stock awards ("RSAs"), restricted stock units ("RSUs"), the grant of options to purchase shares of common stock and the award of stock appreciation rights to employees and non-employee directors and consultants. No further grants may be made under the 2013 TD SYNNEX Plan and all outstanding awards under the 2013 TD SYNNEX Plan continue to be governed by their existing terms. As of November 30, 2025, there were 1.8 million shares of common stock authorized under the 2020 TD SYNNEX Plan available for future grants.
Under the TD SYNNEX Plans, qualified employees are eligible for the grant of incentive stock options to purchase shares of common stock. Qualified employees and outside directors and consultants are eligible for the grant of non-qualified stock options, stock appreciation rights, RSAs and RSUs.
The outstanding RSAs and RSUs generally vest ratably on an annual basis over a period of to five years, with certain awards subject to other vesting periods as defined per the grant agreement. RSAs granted to qualified non-employee directors vest one fourth on a quarterly basis over a one-year period. The holders of RSAs are entitled to the same voting, dividend and other rights as the Company’s common stockholders. Certain RSUs vest subject to the achievement of individual, divisional or company-wide performance goals. The majority of these performance-based RSUs vest at the end of three-year requisite service periods, subject to the achievement of company-wide financial performance goals approved by the Compensation Committee.
The exercise price for stock options will not be less than 100% of the fair market value of the stock on the date of grant and the stock options have a contractual term of ten years. The majority of outstanding stock options vest as to one fifth of the stock underlying the stock options on the first anniversary date of the grant and the remaining vest monthly over a four-year period starting one month after the first anniversary of the date of grant.
Unless terminated sooner, the 2020 TD SYNNEX Plan will terminate on March 17, 2030.
The Company recognizes share-based compensation expense for all share-based awards made to employees and outside directors, including employee stock options, RSAs, RSUs, performance-based RSUs and employee stock purchase rights, based on estimated fair values.
A summary of share-based compensation expense in the Consolidated Statements of Operations for TD SYNNEX stock incentive plans is presented below:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Selling, general and administrative expenses | $ | 66,428 | $ | 69,201 | $ | 49,273 | |||||||||||
Acquisition, integration and restructuring costs | — | — | 6,526 | ||||||||||||||
| Total share-based compensation expense | $ | 66,428 | $ | 69,201 | $ | 55,799 | |||||||||||
The Company settles all share-based award vestings and exercises with the reissuance of treasury shares.
Valuation Assumptions
The Company estimates the fair value of share-based payment awards on the grant date and recognizes as expense over the requisite service period in the Company’s Consolidated Financial Statements.
The Company uses the Black-Scholes valuation model to estimate the fair value of stock options as well as shares issued pursuant to the 2024 ESPP (as defined below). The Black-Scholes option-pricing model was developed for use in estimating the fair value of short-lived exchange traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility assumption is determined using historical volatility of the Company’s common stock.
The fair value of stock awards is determined based on the stock price at the date of grant. For grants that do not accrue dividends or dividend equivalents, the fair value is the stock price reduced by the present value of estimated dividends over the vesting period. For performance-based RSUs, the grant-date fair value assumes that the targeted performance goals will be achieved. Over the performance period, the number of awards expected to vest will be adjusted higher or lower based on the probability of achievement of performance goals.
The Company accounts for expense reductions that result from the forfeiture of unvested awards in the period that the forfeitures occur.
Employee Stock Options
A summary of the changes in the Company’s stock options is set forth below:
| Options Outstanding | |||||||||||
(shares in thousands, except per share amounts) | Number of shares | Weighted- average exercise price per share | |||||||||
| Balances, November 30, 2024 | 482 | $ | 78.52 | ||||||||
| Options exercised | (249) | 78.74 | |||||||||
Options cancelled | (2) | 107.32 | |||||||||
| Balances, November 30, 2025 | 231 | $ | 78.03 | ||||||||
There were no new stock options granted during fiscal years 2025, 2024, or 2023. As of November 30, 2025, 231 thousand stock options were outstanding with a weighted-average remaining contractual term of 3.26 years, a weighted-average exercise price of $78.03 per share and an aggregate pre-tax intrinsic value of $17.2 million. As of November 30, 2025, 221 thousand options were vested and exercisable with a weighted-average remaining contractual term of 3.14 years, a weighted-average exercise price of $76.70 per share and an aggregate pre-tax intrinsic value of $16.8 million.
The intrinsic values of stock options exercised and the cash received from the exercise of stock options during fiscal years 2025, 2024 and 2023 were as follows:
| Fiscal Years Ended November 30, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
(currency in thousands) | |||||||||||||||||
| Intrinsic value of options exercised | $ | 16,232 | $ | 6,004 | $ | 3,570 | |||||||||||
| Cash received from exercise of options | $ | 19,593 | $ | 6,681 | $ | 4,448 | |||||||||||
As of November 30, 2025, the unamortized share-based compensation expense related to unvested stock options under the TD SYNNEX Plans was immaterial.
Restricted Stock Awards and Restricted Stock Units
A summary of the changes in the Company’s non-vested RSAs and RSUs during fiscal year 2025 is presented below:
(shares in thousands, except per share amounts) | Number of shares | Weighted-average, grant-date fair value per share | |||||||||
| Non-vested as of November 30, 2024 | 1,252 | $ | 106.70 | ||||||||
Granted | 594 | 148.76 | |||||||||
Vested | (646) | 103.96 | |||||||||
Attainment adjustments(1) | (12) | 112.16 | |||||||||
Cancelled | (79) | 109.38 | |||||||||
| Non-vested as of November 30, 2025 | 1,109 | $ | 130.58 | ||||||||
__________________
(1) During the year ended November 30, 2025, the attainment on PRSUs vested was adjusted to reflect actual performance.
The weighted-average grant-date fair value of the 674 thousand RSAs and RSUs granted during fiscal year 2024 was $115.33. The weighted-average grant-date fair value of the 635 thousand RSAs and RSUs granted during fiscal year 2023 was $96.75. The total fair value of RSAs and RSUs vested during fiscal years 2025, 2024, and 2023 was $93.6 million, $73.0 million, and $54.4 million, respectively.
As of November 30, 2025, there was $99.4 million of total unamortized share-based compensation expense related to non-vested RSAs and RSUs granted under the TD SYNNEX Plans. That cost is expected to be recognized over an estimated weighted-average amortization period of 1.89 years.
Tech Data Equity Awards
Prior to the Merger, certain of Tech Data’s employees were granted performance-based equity awards in Tiger Parent Holdings L.P., a partnership entity that was the parent company of Tiger Parent (AP) Corporation and Tech Data, that were unvested at the time of the closing of the Merger. Upon closing of the Merger, the unvested performance-based equity awards were converted into restricted shares of TD SYNNEX that vested over two years.
The restricted shares had a fair value of $127.60 per share upon closing of the Merger which was recorded as share-based compensation expense on a straight-line basis over the vesting period in “Acquisition, integration, and restructuring costs” in the Consolidated Statement of Operations. Vesting of the restricted shares was completed as of September 1, 2023, therefore there was no related share-based compensation expense recorded by the Company during fiscal year 2025 or 2024. The Company recorded $29.2 million of share-based compensation expense related to these restricted shares in "Acquisition, integration, and restructuring costs" during fiscal year 2023.
Employee Stock Purchase Plan
On January 10, 2024, the Board of Directors approved the adoption of the 2024 Employee Stock Purchase Plan (“2024 ESPP”) to succeed the Company's 2014 Employee Stock Purchase Plan. The 2024 ESPP commenced with 750 thousand authorized shares, with 555 thousand shares available for issuance as of November 30, 2025. Under the 2024 ESPP, there are two offering periods per calendar year. Eligible employees in the United States and Canada can choose to have a fixed percentage deducted from their bi-weekly compensation to purchase the Company's common stock at a discount of 15%, subject to a maximum purchase limit of $25 thousand in fair market value of common stock in a calendar year.
Share-based compensation expense related to the Company's employee stock purchase plans during fiscal years 2025, 2024 and 2023 was $4.2 million, $2.6 million, and $0.6 million, respectively.
Tax Benefit of Share-Based Compensation Expense
During fiscal years 2025, 2024 and 2023, the Company recognized income tax benefits related to the plans discussed above of $14.3 million, $15.6 million, and $12.6 million, respectively, within the provision for income taxes.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Jan 27, 2026 | Showing above |
| 2024 | Jan 24, 2025 | |
| 2023 | Jan 26, 2024 | |
| 2022 | Jan 24, 2023 | |
| 2021 | Jan 28, 2022 | |
| 2020 | Jan 28, 2021 | |
| 2019 | Jan 29, 2020 | |
| 2018 | Jan 28, 2019 | |
| 2017 | Jan 29, 2018 | |
| 2016 | Jan 26, 2017 | |
| 2015 | Jan 28, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.