Shareholder Engagement Efforts: Engagement Engaging with our shareholders and considering their views as we make decisions is an important part of our Board’s governance commitment.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 environmental, social and governance (ESG)ESG practices. In addition, this dialogue led in partThe ScanSource Board continues to encourage you to share your opinions with us.

We look forward to the governance-related changes that were approved at the last annual meeting of shareholders.

Ongoing Commitment to Corporate Social Responsibilityyear ahead and, Sustainability: ScanSource is committed to being an agent of positive change in our local communities. In 2022, we issued our latest ESG report which outlines how our ESG efforts align with our overall strategic plan and touches every aspect of our business and the stakeholders we serve, both internally and externally. With the guidance of our cross-functional ESG Task Force, we identified our most important areas of focus and developed our ESG roadmap. We made a number of key enhancements to our ESG report this year, including conducting our first ever materiality assessment, disclosing key environmental metrics such as our scope 1 and scope 2 emissions and aligning with the Sustainability Accounting Standards Board (SASB) reporting framework. These efforts provide a foundation for delivering meaningful reporting and a vision for a sustainable future.

Diversity & Inclusion: In fiscal 2022, we expanded our D&I efforts and focused in five areas: (i) sustaining and growing our existing initiatives by encouraging additional involvement at all levelson behalf of the organization; (ii) providing education and learning opportunities; (iii) developing mentoring/coaching programs, with a focus on diverse talent, (iv) launching a Partner Diversity Program intended to help diverse customers become more successful; and (v) conducting a review of our workforce representation and determining areas of opportunityfull Board, we thank you for improvement. We renewed our recruiting efforts with historically black colleges and universities to make intentional efforts to improve minority representation across our company.your continued support.

The Board of Directors remains deeply committed to a sound governance structure that promotes the best interests of our shareholders. To that end, the Board examines and discusses emerging corporate governance trends and best practices. We have corporate governance guidelines to help ensure that the Board is independent from management and appropriately performs its function as the overseer of management, and that the interestsBest regards,

Michael L. Baur

Chair of the Board and management align with the interests of our shareholders. We believe our current leadership structure and corporate governance guidelines ensure effective independent Board leadership and oversight of management. In February 2022, we promoted John Eldh to the position of President of the Company. During fiscal 2022, our directors met five times, including five times in executive sessions without the Chief Executive Officer or other members of management present.

Proxy Summary

Table of Contents

Information Concerning Solicitation and Voting

This Proxy Statement is first being mailed on or about December 13, 202212, 2023 to shareholders of ScanSource, Inc. in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be voted at the 20232024 Annual Meeting of Shareholders to be held on Thursday, January 26, 2023,25, 2024, at 9:00 a.m., Eastern Standard Time, at our principal executive offices, located at 6 Logue Court, Greenville, South Carolina 29615, and any adjournments thereof. The Proxy Statement contains information relating to the proposals to be voted upon at the meeting, the voting process, our Board, the compensation of our “Named Executive Officers” (“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 AND VOTE REQUIRED

The following proposals are expected to be voted upon at the 20232024 Annual Meeting:

Only shareholders of record on November 28, 202227, 2023 (the “record date”) will be entitled to vote at the 20232024 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 25,348,37625,124,513 shares of our common stock outstanding and entitled to vote at the 20232024 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 director nominees named in this Proxy Statement,Statement; (ii) “FOR” approval, on an advisory basis, of the compensation of our NEOs; (iii) for “ONE YEAR” on the advisory vote on the frequency of future advisory votes on the compensation of our NEOs; and (iv)(iii) “FOR” ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.2024. Management is not aware of any matters, other than those specified herein, that will be presented for consideration at the 20232024 Annual Meeting. If other matters are properly presented for consideration at the 20232024 Annual Meeting, the proxies named on the proxy card will have the discretion to vote on those matters for you.

Our 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 20232024 Annual Meeting is necessary to constitute a quorum at the 20232024 Annual Meeting and at any adjournments thereof. Signed proxies that withhold authority to vote for directors or reflect abstentions or broker non-votes (as described below) will be counted for purposes of determining if a quorum is present at the 20232024 Annual Meeting. If a quorum is not present, the shareholders holding a majority of the shares at the meeting, in person or by proxy, have the power to adjourn the meeting; however, if the reconvened meeting is more than 120 days from 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 transacted at the meeting as originally scheduled.

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

2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				1

Proposals to be Considered and Vote Required

one two and threetwo 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 20232024 Annual Meeting:

HOW TO VOTE

Each shareholder is entitled to one vote for each share of common stock on all matters presented at the 20232024 Annual Meeting. Shareholders do not have the right to cumulate their votes for the election of directors. Shares may be voted by the following procedures:

		Voting In-Person. Shares held directly in your name as the shareholder of record may be voted in person at the 20232024 Annual Meeting. If you choose to vote in person at the 20232024 Annual Meeting, please bring your proxy card and proof of personal identification. Shares held in street name may be voted in person by you only if you obtain a legal proxy from the shareholder of record giving you the right to vote the shares. If you need directions to the 20232024 Annual Meeting, please contact Investor Relations at (864) 286-4892.
		Voting via the Internet. Shares may be voted via the internet. Your voting instructions will be accepted until 11:59 p.m., Eastern Standard Time, on January 25, 2023.24, 2024. Have your proxy card in hand when you access the website and follow the instructions given.
		Voting via Telephone. Shares may be voted via any touch-tone telephone by following the instructions on your proxy card. Your voting instructions will be accepted until 11:59 p.m., Eastern Standard Time, on January 25, 2023.24, 2024. Have your proxy card in hand when you call and follow the instructions given.
		Voting via Mail. Shares may be voted via mail by marking, signing and dating your proxy card and returning it in the postage-paid envelope found in your proxy package.

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VOTING OF PROXIES

By giving your proxy, you grant the right to vote your shares to Michael L. Baur, our Chief Executive Officer, SteveStephen T. Jones, our Chief Financial Officer, and Lea Ann Guarnaccia,Shana C. Smith, our Corporate Secretary. If you return a signed, but unmarked proxy card, your shares will be voted (i) FOR the election of each of the director nominees named herein; (ii) FOR approval, on an advisory basis, of the compensation of our NEOs; (iii) for ONE YEAR on the advisory vote on the frequency of future advisory votes on the compensation of our NEOs; and (iv)(iii) FOR ratification, on an advisory basis, of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023.2024. Management is not aware of any matters, other than those specified herein, that will be presented for action at the 20232024 Annual Meeting. If other matters are properly presented at the 20232024 Annual Meeting for consideration, the agents 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 share certificates issued in his or her name and therefore appears on the share register) and have executed a proxy, your proxy may be revoked 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, any mobile device or telephone, (ii) requesting, completing and returning a second proxy card bearing a later date, (iii) giving written notice to the Corporate Secretary of the Company, or (iv) by voting in person at the 20232024 Annual Meeting.

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

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Corporate Governance

BOARD OF DIRECTORS

Director Independence

In accordance with the listing standards of The NASDAQ Stock Market (“NASDAQ”) and our Corporate Governance Guidelines (the “Guidelines”), our Board consists of a majority of independent directors. The Board has determined that all members of the Board, other than Mr. Baur, meet the requirements for being “independent” as defined in the SEC rules and regulations and NASDAQ listing standards.

The Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee of the Board is comprised only of independent directors.

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

Board Leadership Structure

The Board does not have a set policy on whether or not the Chief Executive Officer (“CEO”) and the Chair of the Board should be separate. Mr. Baur, who is also the CEO of the Company, serves as Chair of the Board, and Mr. Browning serves as Lead Independent Director of the Board. Mr. Baur was appointed as Chair upon the retirement of our former Chair, Mr. Fischer. Mr. Browning was appointed as the Lead Independent Director at that same time.

The Board reviews the Company’s board leadership structure annually. As part of this process, the Board considered the structures used by peer companies, alternative structures and the effectiveness of the Company’s current structure. The Board believes that the change to having Mr. Baur serve as Chair is important because it reflects the Board’s belief that the CEO can use his experience and performance at the Company to function as the Company’s overall leader, while the Lead Independent Director provides independent leadership to the directors and serves as an intermediary between the independent directors and the Chair. 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, 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.

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

Board and Committee Meetings in Fiscal 20222023

The Board met a total of fivetwelve times during the 20222023 fiscal year. Committees of the Board met a total of twelve times during the 20222023 fiscal year. All of our directors attended at least 75% of Board and committee meetings that occurred during their tenure as a director during the 20222023 fiscal year. We expect all Board members to attend annual meetings. All of our directors serving at the time attended the 20222023 Annual Meeting.Meeting, except for Mr. Emory.

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 strategic and business risks, such as those relating to our products, markets and capital investments, are overseen by the entire Board. The full Board oversees the Company’s risk identification, risk assessment and management practices for strategic enterprise risks facing the company. In addition, each of the other committees 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

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Board of Directors

Management regularly reports to the Board or relevant committee on actions that we are taking to manage these risks. In addition, our Board committees annually evaluate compliance with their respective charters, ensuring that the committees are exercising proper oversight.

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. On May 14, 2023, we discovered that we were subject to a cybersecurity attack perpetrated by unauthorized third parties that affected our IT systems. Upon detection, we took immediate steps to address the incident, engaged third-party experts, and notified law enforcement. We have cyber insurance and are not awareworking with our insurance carriers on claims to recover costs incurred. On May 26, 2023, we substantially recovered our operations and completed the restoration of having experienced any material informationour pertinent IT systems. We have taken actions to strengthen our existing IT security breaches in the past three years.infrastructure and will continue to implement additional measures to prevent unauthorized access to, or manipulation of, our systems and data.

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

Corporate Governance Guidelines

The Board has established Guidelines that address various governance matters, including the role, function, size and composition of the Board, Board tenure, service on other public-company boards, conflict of interest issues, executive sessions of non-management directors, shareholder engagement, review of committee charters and the Board self-evaluation process. Copies of the Guidelines and certain other policies adopted by the Board are available on the “Investors” page of our website, www.scansource.com, under the “Corporate Governance”“Governance” tab.

GENERAL BOARD FUNCTIONS

The Guidelines set forth general functions of the Board, including holding regular 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, reviewing and approving corporate strategy, determining compensation for our NEOs through the Compensation Committee and approving awards of equity-based compensation, overseeing our accounting and financial-reporting process and audits of our financial statements through the Audit Committee, identifying potential candidates for Board membership and reviewing Board succession planning, overseeing our risk management activities, and retaining independent advisors on behalf of the Board when appropriate.

DIRECTOR RESIGNATION POLICY

Section 4(c) of our Articles provides that directors are elected by a majority of votes cast in uncontested elections and a plurality of votes cast in contested elections. The Articles and Guidelines provide that a director will tender his or her resignation if, in an uncontested election, the director fails to receive a 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.

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Board of Directors

SUCCESSION PLANNING

Our Board engages in an active succession planning process. On an annual basis, with the assistance of our CEO, it reviews the potential in-house candidates for each of the critical senior management positions and identifies areas of

2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				5

Board of Directors

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 committees meet and discuss self-assessments and corporate governance matters.

CLAW-BACK POLICY

The Company’s claw-back policy applies to certain officers of the Company (a “Covered Officer”), which include all executive officers of the Company (as determined from time to time by the Board or the Compensation Committee), and such other employees who are participants in the Company’s equity incentive plans and cash incentive plans if the Board or the Compensation Committee deems them subject to the policy. Under the policy, if a Covered Officer receives an award under the applicable plan based on financial statements that subsequently are restated in a way that would decrease the amount of the award to which such person otherwise was entitled and the restatement is based in whole or in part on the misconduct of the Covered Officer, the Covered Officer is required to refund to the Company the difference between what he or she received and what he or she should have received. In addition, this policy requires the recoupment of any compensation to the extent otherwise mandated by applicable laws.

ANTI-PLEDGING POLICY

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

ANTI-HEDGING POLICY

The Board has adopted an anti-hedging policy that covers employees, officers and directors of the Company. Under the Company’s anti-hedging policy, employees, officers and directors are prohibited from 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 our 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 70% of shares outstanding. We held engagement calls with some of our largest shareholders, which represent nearly 40%27% of shares outstanding. During these conversations, we heard from shareholders regarding our Board composition, corporate governance policies and executive compensation practices, as well as our policies on corporate social and environmental (ESG) responsibility. These engagements continue to provide us with valuable feedback that allows our Board to better understand our shareholders’ priorities and perspectives and to incorporate them into our deliberations and decision making.

As a result of shareholder feedback received last year, the Company amended its Articles to eliminate the supermajority voting requirements applicable to the Company and amended its Articles and Bylaws to require that directors be elected by a majority of votes cast in uncontested elections. In addition, the Company implemented other governance improvements in the form of updated Guidelines, board refreshment activities and board committee restructuring.

2023 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT				7

Audit Committee

The Board has a standing Audit Committee. The Audit Committee currently is composed of Chair Mathis and Directors Browning, Emory, Grainger,Nagel, Ramoneda, Rodek, Temple and Whitchurch. The functions of the Audit Committee include selecting the independent auditor, reviewing the scope of the annual audit undertaken by our independent auditor 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 four times during the 20222023 fiscal year. Each member of the Audit Committee meets the definition of independence for audit committee members as set forth in the NASDAQ listing standards and Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that Chair Mathis and Directors Browning, Grainger,Nagel, Rodek, Temple and Whitchurch each meets the requirements of an “audit committee financial expert” as defined in SEC rules and regulations.

Compensation Committee

The Compensation Committee is currently composed of Chair Temple and Directors Browning, Emory, Grainger, Mathis, Nagel, Ramoneda, Rodek and Whitchurch. 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 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 four times during the 20222023 fiscal year. Each member of the Compensation Committee meets the independence requirements for compensation committee members as set forth in the NASDAQ listing standards, and the Exchange Act. 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 Nominating and Corporate Governance Committee is currently composed of Chair Browning and Directors Emory, Grainger, Mathis, Nagel, Ramoneda, Rodek, Temple and Whitchurch. The functions of the Nominating and Corporate Governance Committee include oversight and responsibility for (i) identifying individuals qualified to serve on our Board and recommending that the Board select a slate of director nominees for election at each annual meeting of our shareholders,shareholders; (ii) assisting our Board in fulfilling its oversight responsibilities under the NASDAQ listing standards, our

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Board Skills

The following matrix provides information regarding the current members of our Board, including certain types of knowledge, skills, experiences and attributes possessed by one or more of our directors which our 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 and experience listed below may vary among the members of the Board.

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Candidates for the Board

The table below provides certain highlights of the composition of our Board members and nominees. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f).

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Environmental, Social, and Corporate Governance

We are committed to being a good corporate citizen and being an agent of positive change in our local communities. Through our philanthropic pursuits and our focus on integrating environmental, social and governance (“ESG”) principles in our daily operations, we strive to create better places for our employees and neighbors to work and live. Operating in a responsible manner, valuing our employees, being good stewards of the environmental resources we utilize in our operations, and serving the communities we operate in form the basis of our ESG philosophy.

Our Board provides guidance and oversight to the CEO and other senior managers of corporate strategy and ESG efforts. In addition, the Nominating and Corporate Governance Committee evaluates the emergent ESG-related risks and the Company’s social and environmental goals and related policies and programs.

We operate under various ESG-related policies including a Business Partner Code of Conduct, a Human Rights Policy, and an Environmental Stewardship Policy. These policies are consistent with, and are an extension of, our existing Business Ethics and Code of Conduct and reflect the Company’s commitment to sustainability, diversity and accountability. The policies can be found in the Corporate Governance section of our website.

ESG Strategy and Progress

In calendar year 2022,July 2023, the Company issued its latestthird annual ESG report, which outlines how our ESG efforts align with our overall strategic business plan and touches every aspect of our operations and the stakeholders we serve, both internally and externally.

The revised report contains several key updates and disclosure enhancements. With the guidance of our cross-functional ESG Task Force, we identified our most important ESG topics and developed our ESG roadmap. We conducted a prioritization assessment to help us identify and prioritize the most important ESG issues to the Company and our key stakeholders like investors, customers, employees, the communities we live and work in and suppliers. The issues we identified, including diversity and inclusion (D&I), supply chain resilience, business ethics, employee engagement, data security and health and safety, represent the foundation of our ESG program going forward. Our ESG report summarizes these efforts in the form of a materiality matrix, which aligns with the Sustainability Accounting Standards Board (SASB) framework, prioritizing key ESG issues based on our stakeholder communities and importance to our business. Identifying these areas drives our overallhighlighting ScanSource’s ESG strategy and goals. We also calculated our Scope 1 and Scope 2 greenhouse gas (GHG) emissions and these are disclosedprogress for the first time in our2022 calendar year.

ScanSource’s ESG report. OurSteering 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 also includes tables in the Appendix aligned with the SASB framework and demonstrates ouremphasizes ScanSource’s commitment to providing disclosure of priority ESG topics for our business. Our disclosure maps to the “Multilinepeople, culture, and Specialty Retailers & Distributors” SASB standards, which SASB identifies as our primary industry. communities.

The table includes references to where this informationreport can be found at www.scansource.com/about/responsibility. Select highlights include:

The report also highlights the important steps taken to respect and protect our ESG report or in other public documentspeople. From ensuring and includes, among other things, demographic information about our United States workforce.

Assupporting an inclusive and diverse workforce to providing a hybrid distributor of technology solutions and not a manufacturer, ScanSourcesafe, healthy work environment, we are dedicated to doing what is not an emissions-intensive business. However, we believe we must do our part to reduce global GHG emissions and have taken the first step to understand our environmental impact with an eye towards understanding our roadmap to become carbon neutral in the future. Given our operations, a majority of our emissions likely come from our supply chain, also called Scope 3 emissions. We are undertaking the process of understanding the most likely sources of our GHG emissions in the supply chain and will report on our progress over time.

Supplier diversity was identified as a key topicright for our businesspeople. We appointed a Chief People Officer to lead our global People and asCulture team and advance ScanSource’s talent and recruitment strategies, culture-focused initiatives and overall people success. This direction will ultimately lead to a result we continuemore holistic approach to examine our supplier code of conduct and existing policies and proceduresthe employee journey, resulting in a strategic shift to better understandsupport and empower our risk areas as well as opportunities to choose suppliers with lower environmental impact whenever possible.teams, both personally and professionally.

Diversity, Equity & Inclusion

We have a comprehensive D&IDEI program led by our Chief Diversity Officer (“CDO”)., who is another key leader within 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 D&IDEI program reaffirms this commitment. A key component of this program is the creation of an Advisory Council, which is an employee-led group focused on sharing insights, ideas, and opinions from employees as to how to most effectively implement diversity and inclusion strategies within the Company. Our CDO:

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Environmental, Social, and Corporate Governance

An example of our recent D&IDEI efforts is the introduction of unconscious bias training for all managers in our organization. The training discusses what biases are, how to recognize them, and steps managers can take to become conscious of this in their thinking. We planintroduced unconscious bias training as a requirement for all people leaders to extendcomplete in calendar year 2022 and mandatory unconscious bias training for all employees is taking place in calendar year 2023. This topic is important and impactful to all levels of our organization.

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 trainingtype. 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 broader group withinkey topic for our organization in the future.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.

In 2023, our D&I efforts will focus on:

Corporate Governance Updates

Following shareholder approval atIn November 2023, the 2022 Annual Meeting, the Company eliminated the supermajority voting requirements applicable to the Company andBoard adopted a majority voting standardnew compensation clawback policy (the “Compensation Recovery Policy”) consistent with the requirements of Rule 10D-1 under the Exchange Act and the applicable NASDAQ listing standards. The Compensation Recovery Policy provides for directorsthe recovery of erroneously awarded incentive-based compensation “received” by current and former executive officers in uncontested elections.connection with a financial restatement, regardless of fault or misconduct, on or after October 2, 2023. In addition, the Company implemented other governance improvements in the form of an updated corporate governance guidelines,code of conduct (including an updated insider trading policy) and equity award grant policy, board refreshment activities and board committee restructuring.

Charitable Activities

Shortly after our founding in 1992, we formed the ScanSource Charitable Foundation to support our commitment to giving back to our communities where we have operations through investments of time, talent, and resources. Our philanthropic efforts support the following areas of focus for giving back: community, education, environment, welfare of children, and workforce development. In calendar year 2021,2022, we donated approximately $0.7 million to more than 60 a variety of non-profit organizations in communities in which our offices are located. Since our founding in 1992, ScanSource has invested nearlymore than $20 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 an ESG report that is periodically updated and, while it is available under the “Investor” page of our websitecan be found at www.scansource.comwww.scansource.com/about/responsibility, under the “Corporate Governance” tab, the ESG report is not being incorporated by reference into this proxy statement.

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PROPOSAL NUMBER 1 – Election of Directors

The Company intends to nominate each of the individuals named below to serve as directors on our Board until their successor is duly elected and qualified at the 20242025 Annual Meeting of Shareholders or, if earlier, his or her death, resignation or removal. Each of the nominees is currently a director of the Company. Mr. GraingerWhitchurch is not standing for reelection, and his term will end following the conclusion of the 20232024 Annual Meeting. The Board thanks Mr. GraingerWhitchurch for his many years of valuable leadership and service to both the Company and his fellow directors.

Each of the proposed nominees has consented to stand for election as a member of our Board. We believe that each of our director nominees has served our shareholders’ interests well during his or her 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 our Board.

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

INFORMATION REGARDING NOMINEES FOR DIRECTOR

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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Information Regarding Nominees for Director

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20222023 Director Compensation Table

20222023 DIRECTOR COMPENSATION TABLE

The following table provides information regarding the compensation paid to each of our non-employee directors for the fiscal year ended June 30, 2022.2023.

Cash Retainers for Fiscal 20222023

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-executive Chair 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 each of the chairChairs of the Compensation Committee. An additional annual retainer of $5,000was paid to the chairs of the Nominating Committee and Nominating and Corporate Governance Committee serving at such time.Committee. Annual service for this purpose relates to the approximate 12-month periods between annual meetings of our shareholders. All directors are reimbursed for expenses incurred in connection with the performance of their services as directors as well as the cost of any director education. As of January 1, 2019, directors may elect to receive any portion of their cash fees in shares. In August 2021, given the combination of the Nominating Committee and the Governance Committee, the director compensation plan was revised to provide for an annual retainer of $15,000 for the chair of the Nominating and Corporate Governance Committee.

Equity Retainers for Fiscal 20222023

Our non-employee directors receive an annual equity retainer under the ScanSource, Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”). In addition, non-employee directors also may be eligible to receive other awards under our 2021 Plan. As of January 1, 2019, each non-employee director can elect to receive the award in restricted stock awards or restricted stock units and can elect to defer his or her equity award under the deferred compensation plan.

The number of shares subject to a director’s annual equity award was determined by dividing $130,000$150,000by 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-employee directors takes place at the same time as the annual equity awards for our employees. In August 2022, the director compensation plan was revised to increase the annual equity grant value to non-employee directors from $130,000 to $150,000 in order to ensure that our board compensation is competitive with that of our peers.

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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 the 20222023 fiscal year, all directors were in compliance with this policy.

CODE OF CONDUCT

Our Code of Conduct applies to all of our executive officers, including our CEO and our Chief Financial Officer (“CFO”), directors and employees. In November 2023, the Board approved updates to our Code of Conduct to reflect new amendments to Rule 10b5-1 under the Exchange Act, including (i) mandatory “cooling-off” periods prior to trading under a new or amended Rule 10b5-1 plan, (ii) prohibitions on multiple overlapping Rule 10b5-1 plans, (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”“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.

We will post on our website, www.scansource.com, under the “Corporate Governance”“Governance” tab, or will disclose on a Form 8-K filed with the SEC, any amendments to, or waivers from, any provision of the Code of Conduct that applies to our CEO and our CFO, or persons performing similar functions, and that relate to (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us, (iii) compliance with applicable governmental laws, rules and regulations, (iv) the prompt internal reporting of violations of the Code of Conduct to an appropriate person or persons identified in the Code of Conduct, or (v) accountability for adherence to the Code of Conduct. Any waiver granted to an executive officer or a director may only be granted by the Board and will be disclosed, along with the reasons therefor, on a Form 8-K filed with the SEC. No waivers were sought or granted in fiscal 2022.2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended June 30, 2022,2023, directors Browning, Emory, Grainger,Mathis, Ramoneda, Rodek, Temple and Whitchurch served on the Compensation Committee. No member of the Compensation Committee was an officer or employee of the Company or any of its subsidiaries during fiscal 2022,2023, or at any time prior thereto. During fiscal 2022,2023, no member of the Compensation Committee had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act, and no executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our Board or Compensation Committee.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

The Audit Committee reviews all related party transactions (as defined by Item 404 of Regulation S-K) in accordance with NASDAQ listing standards. In addition, the charter of the Audit Committee requires the Audit Committee to review a summary of any director’s or officer’s related-party transactions and potential conflicts of interest on a yearly basis. The charter also requires the Audit Committee to review our conflict of interest policy (which is part of our Code of Conduct) and compliance with that policy on an annual basis.

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PROPOSAL NUMBER 2 – Advisory Vote on Executive Compensation

BACKGROUND OF THE PROPOSAL

As required by Section 14A of the Exchange Act, we are providing our shareholders with the opportunity at the 20232024 Annual Meeting to vote on a non-binding advisory resolution, commonly known as a “Say-on-Pay” proposal, approving the compensation of our NEOs. The Company holds this non-binding advisory vote annually. There have been no material changes to our compensation policies this year. This vote is not intended to address any specific item of compensation or the compensation of any specific NEO, but rather the overall compensation of our NEOs and the philosophy, policies and practices 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 application of our compensation philosophies 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 20232024 Annual Meeting to vote “FOR” the non-binding advisory resolution approving the compensation of our NEOs, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion below.

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.

RECOMMENDATION OF BOARD OF DIRECTORS

The Board of Directors 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 strategies to build shareholder value. The Board believes that our philosophy 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.

For the reasons stated above, we recommend a vote “FOR” the following advisory resolution at our 20232024 Annual Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in the Proxy Statement for our 20232024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Named Executive Officer compensation tables and related narrative discussion, is hereby APPROVED.”

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PROPOSAL NUMBER 3 – Frequency Vote on Say on Pay

BACKGROUND OF THE PROPOSAL

Section 14A of the Exchange Act also requires all public companies to hold a separate non-binding advisory shareholder vote with respect to the frequency of the “Say on Pay” vote. Companies must give shareholders the choice of whether to cast an advisory vote on the Say on Pay proposal every year, every two years, or every three years (commonly known as the “Frequency Vote on Say on Pay”). Shareholders may also abstain from making a choice. Section 14A requires all public companies to submit the Frequency Vote on Say on Pay to their shareholders no less often than every six years.

FREQUENCY VOTE ON SAY ON PAY

As discussed above, the Board believes that our executive compensation programs are designed to secure and retain the services of high quality executives and to provide compensation to our executives that is aligned with our performance. The Board believes that our compensation philosophies and practices advance both the short-term and long-term interests of the Company and our shareholders. The Company currently holds this vote every year. The Board believes that the Frequency Say on Pay Vote should continue to be conducted every year.

The Board believes that an annual vote on named executive officer compensation provides shareholders with the opportunity to provide regular direct input to the Board and its Compensation Committee about the Company’s executive compensation program.

EFFECT OF RESOLUTION

Because your vote is advisory, it will not be binding upon the Company, the Compensation Committee or the Board. However, the Board may determine that it is in the best interests of our shareholders and the Company to hold a Say on Pay vote more or less frequently than may be indicated by this advisory vote of our shareholders. Nonetheless, the Compensation Committee and the Board will take into account the outcome of this advisory vote when considering how frequently to seek an advisory vote on Say on Pay in future years.

While the Board recommends that a Say on Pay proposal be voted on every year, you are not voting to approve or disapprove of the Board’s recommendation. Rather, you will be able to specify one of four choices for the Frequency Vote on Say on Pay, as follows: (i) one year, (ii) two years, (iii) three years, or (iv) abstain. The frequency receiving the greatest number of votes cast will be deemed by us as the frequency that has been recommended by our shareholders.

RECOMMENDATION OF BOARD OF DIRECTORS

The Board of Directors recommends a vote for “ONE YEAR” on the advisory vote on the frequency of future advisory votes on the compensation of our Named Executive Officers.

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Executive Compensation

EXECUTIVE OFFICERS

The following sets forth certain information regarding our current executive officers:

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Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis 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 of the Board of Directors arrived at the compensation decisions for fiscal 2022.2023.

Executive Summary

20222023 Business Highlights

Our talented team of sales, marketing and services and development professionals have continuedcontinue to make progress on our strategic plan of offeringdelivering hybrid distribution solutions that allow our channel partners to meet the technology demands of end-user customers.end users. We are enabling our sales partners to acceleratecustomers by accelerating their transformation in order to take advantage of the new digital world of opportunity. Our hybrid distribution strategy of devices and digital delivered strong results in fiscal year 20222023 as a result of increased sales volumes and operating leverage on expenses. For fiscal year 2022,2023, net sales increased 12%7.3% to $3.5$3.8 billion, or a 11.8%7.2% year over year increase on an organic basis. For fiscal year 2022,2023, operating income increased to $122.2$135.9 million from $61.5$122.2 million in the prior year. Fiscal year 2022 2023 non-GAAP operating income increased to $140.1$151.1 million for a 4.0% 3.99% non-GAAP operating margin, up from $93.1$140.1 million and a 3.0% non-GAAP operating margin for the prior year. On a GAAP basis, net income for fiscal year 20222023 totaled $88.1 million, or $3.47 per diluted share, compared to $88.7 million, or $3.44 per diluted share. share, for the prior year. Non-GAAP net income totaled $97.7 million, or $3.85 per diluted share, compared to $102.1 million, or $3.97 per diluted share.share, for the prior year. For more information on our non-GAAP measures and reconciliations to GAAP measures, see “Non-GAAP Financial Information” beginning on page 3027 of our Annual Report on Form 10-K filed on August 23, 2022.22, 2023.