DEF 14A of Ingram Micro Holding Corp
Filed Mar 26, 2026 · FY20250001104659-26-035172
Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board is the Company’s governing body with responsibility for general oversight and approval of corporate matters and significant transactions. Our Board currently consists of thirteen members. According to our Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), our Board is divided into three classes of directors, each serving staggered three-year terms. One class of directors is elected at each annual meeting to serve from the time of their election until the third annual meeting following their election. There are four directors in Class II - Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, and Eric Worley - whose terms of office expire at the 2026 Annual Meeting and whom the Board has nominated for reelection. If reelected, the nominees will serve until the 2029 Annual Meeting or until their respective successors have been duly elected and qualified. Each nominee has agreed to serve as director, if reelected, and we know of no reason any nominee would be unable to serve. If any nominee for any reason becomes unable or unwilling to serve, the proxies will be voted for a substitute nominee designated by the Board. The following table includes the names, ages as of March 26, 2026, committee memberships, and class for each of the director nominees and continuing directors.
Proposal 1: Election of Directors
| | | | Committee Memberships* | | | | | | Name | Age | Independent | AC | CC | NCGC | Class | Term | | Craig Ashmore | 63 | | | | • | Class I Continuing Directors | Expiring at the 2028 Annual Meeting | | Christian Cook | 55 | | | | • | | | | Leslie Heisz | 65 | • | • | • | | | | | Alain Monié | 75 | | | | | | | | Bryan Kelln | 60 | | | • | | Class II Director Nominees | Expiring at the 2026 Annual Meeting | | Mary Ann Sigler | 71 | | | • | | | | | Sharon Wienbar | 64 | • | • | • | | | | | Eric Worley | 55 | | | | • | | | | Felicia Alvaro | 65 | • | C | | | Class III Continuing Directors | Expiring at the 2027 Annual Meeting | | Paul Bay | 55 | | | | | | | | Jakki Haussler | 68 | • | | | • | | | | Jacob Kotzubei | 57 | | | C | | | | | Matthew Louie | 48 | | | | C | | |
Proposal 1: Election of Directors
“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “C” indicates Committee Chair Our directors are elected by a “plurality” vote, meaning the nominees who receive the greatest number of “FOR” votes will be elected to the Board. The nominees receiving the greatest number of votes in an uncontested election will be elected. Abstentions that are not voted in this proposal will have no effect.
The Board Recommends a Vote “FOR” Each of the Four Nominees Named Above
The Board Recommends a Vote “FOR” Each of the Four Nominees Named Above
Biographies of Nominees for Election to New Three-Year Terms that will Expire in 2029
Biographies of Nominees for Election to New Three-Year Terms that will Expire in 2029
CLASS II Directors (with Terms Expiring in 2026)
CLASS II Directors (with Terms Expiring in 2026)
Bryan Kelln
Bryan Kelln
Bryan Kelln
| Director since October 2024 | Committee(s) Compensation | Other Public Company Boards Current: None Past 5 Years: Custom Truck One Source (until 2023); Verra Mobility (until 2021) |
Bryan Kelln
Mr. Kelln joined Platinum Advisors in 2008 and is a Partner and President of Portfolio Operations at the firm and is a member of the firm’s Investment Committee. Mr. Kelln is responsible for all aspects of business strategy and operations at the firm’s portfolio companies and is involved in evaluating buy- and sell-side opportunities across the firm. Mr. Kelln works closely with the firm’s operations team as well as portfolio company executive management to drive strategic initiatives and to deploy operational resources. Prior to joining Platinum Advisors, Mr. Kelln was Senior Vice President and Chief Operating Officer at Nortek, Inc. Previously Mr. Kelln was a senior executive at Jacuzzi Brands, Inc. where he served as President of Jacuzzi, Inc. and an Operating Executive with the Jordan Company, a private investment firm where he was involved in acquisitions, divestitures and operations for the firm and served as a board member of their portfolio companies. Additionally, Mr. Kelln has also served as President and CEO of RockShox, Inc., Senior Vice President at General Cable Corporation and as a Partner in the Supply Chain Management Practice of Mercer Management Consulting. Mr. Kelln holds a Bachelor’s degree from Washington State University and a Master of Business Administration degree from The Ohio State University, Fisher College of Business. Mr. Kelln was selected to serve on our Board due to his experience related to private equity, transactional matters, and post-acquisition monitoring and oversight of operational performance at portfolio companies.
Mary Ann Sigler
Mary Ann Sigler
Mary Ann Sigler
| Director since July 2021 | Committee(s) Compensation | Other Public Company Boards Current: McGraw Hill Past 5 Years: Ryerson Holding Corporation (until 2024) |
Mary Ann Sigler
Ms. Sigler is Executive Vice President and Treasurer of Platinum Advisors. She joined Platinum Advisors in 2004 and is responsible for overall accounting, tax and financial reporting, as well as managing strategic planning projects for the firm. Prior to joining Platinum Advisors, Ms. Sigler was with Ernst & Young LLP for 25 years where she was a partner. Ms. Sigler holds a Bachelor of Arts degree in Accounting from California State University at Fullerton and a Master’s degree in Business Taxation from the University of Southern California. Ms. Sigler is a Certified Public Accountant in California, as well as a member of the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants. Ms. Sigler was selected to serve on our Board due to her extensive and significant business, financial, and investment experience and prior involvement with Platinum’s investment in Ingram Micro.
Sharon Wienbar
Sharon Wienbar
Sharon Wienbar
| Director since October 2024 | Committee(s) Audit; Compensation | Other Public Company Boards Current: Enovis Corporation; Resideo Technologies Past 5 Years: Covetrus (until 2022) |
Sharon Wienbar
Ms. Wienbar served as a partner of Scale Venture Partners, a venture capital firm investing in early-stage technology companies, from 2001 until her retirement in 2018. She also served as Chief Executive Officer of Hackbright Academy, a leading software development program for women, from 2015 until its acquisition in 2016. Prior to her career in venture capital, Ms. Wienbar held leadership roles at software companies, including Adobe Systems, after beginning her career at Bain & Company. She currently serves as a director of USRowing and Planned Parenthood Direct. Ms. Wienbar holds Bachelor of Science and Master of Science degrees in Engineering from Harvard University, as well as a Master of Business Administration degree from Stanford University. Ms. Wienbar was selected to serve on our Board due to her service as a director for multiple public companies and her vast experience investing in technology companies and advising them on corporate strategy.
Eric Worley
Eric Worley
Eric Worley
| Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: McGraw Hill Past 5 Years: None |
Eric Worley
Mr. Worley joined Platinum Advisors in 2001. Mr. Worley is currently a Managing Director at the firm and is responsible for financial due diligence and supporting the structuring and execution of acquisition and divestiture transactions. Post-acquisition, he also has responsibilities related to monitoring and oversight of financial performance at select portfolio companies. Since joining Platinum Advisors, Mr. Worley has served as an officer and/or director for a number of Platinum’s privately held portfolio companies. Prior to joining Platinum Advisors, Mr. Worley was with Ernst & Young in its Transaction Support and Audit practices in Los Angeles and London. Mr. Worley holds a Bachelor’s degree in Accounting from Michigan State University and is a former Certified Public Accountant in the State of California. Mr. Worley was selected to serve on our Board due to his experience related to private equity, transactional matters, and post-acquisition monitoring and oversight of financial performance on a global scale.
Biographies of Continuing Directors Not Being Considered for Election at this Annual Meeting
Biographies of Continuing Directors Not Being Considered for Election at this Annual Meeting The directors whose terms are not expiring in 2026 are listed below. They will continue to serve as directors for the remainder of their terms or through such other date, in accordance with the Company’s Amended and Restated Bylaws (“Bylaws”).
CLASS I Directors (with Terms Expiring in 2028)
CLASS I Directors (with Terms Expiring in 2028)
Craig Ashmore
Craig Ashmore
Craig Ashmore
| Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: None Past 5 Years: None |
Craig Ashmore
Mr. Ashmore retired from his role as Managing Director at Platinum Advisors in June 2025. During his tenure, Mr. Ashmore was responsible for senior level business development activities focused on identifying new acquisition opportunities. Prior to joining Platinum Advisors in 2014, Mr. Ashmore was Executive Vice President of Planning and Development at Emerson Electric Co. (NYSE: EMR), where he had responsibility for Emerson’s mergers and acquisitions, strategic planning and corporate technology functions as well as Emerson Network Power’s connectivity solutions business. He was a member of Emerson’s Office of the Chief Executive. Mr. Ashmore holds a Bachelor’s degree in Mechanical and Civil Engineering from the University of Connecticut and a Master of Business Administration degree from the Harvard Business School. Mr. Ashmore was selected to serve on our Board due to his operational expertise and his experience related to private equity and transactional matters.
Christian Cook
Christian Cook
Christian Cook
| Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: None Past 5 Years: None |
Christian Cook
Mr. Cook is currently a Managing Director at Platinum Advisors with responsibility for managing the transition of newly acquired companies into Platinum’s portfolio. Post-transition, he also has responsibility for strategy, value creation and operational performance at select global portfolio companies. Since his joining Platinum Advisors in 2013, Mr. Cook has served as an officer of a number of Platinum’s portfolio companies, notably Vertiv Holdings Co (NYSE: VRT), a manufacturer of technology and data center infrastructure equipment. Prior to joining Platinum Advisors, Mr. Cook was with AlixPartners where he focused on the operational improvements and cost reduction opportunities during high urgency situations, often serving interim C-suite roles such as CEO and COO. Mr. Cook holds a Bachelor of Mechanical Engineering degree from the Georgia Institute of Technology and holds a Master of International Business Studies degree from the University of South Carolina. Mr. Cook was selected to serve on our Board due to his experience related to private equity, transactional matters, and operational performance on a global scale.
Leslie Heisz
Leslie Heisz
Leslie Heisz
| Director since October 2024 | Committee(s) Audit; Compensation | Other Public Company Boards Current: Edwards Lifesciences; Capital Group Funds Past 5 Years: Public Storage (until 2024) |
Leslie Heisz
Ms. Heisz served as managing director of Lazard Frères, a financial advisory firm and independent investment bank, from 2004 until her retirement in 2010, providing strategic financial advisory services for clients in a variety of industries. An experienced investment banking and corporate finance executive, Ms. Heisz previously held positions with Dresdner Kleinwort Wasserstein, Solomon Brothers, and PricewaterhouseCoopers. She currently serves on the boards of Kaiser Foundation Health Plan, Inc., and Kaiser Foundation Hospitals, in addition to Edward Lifesciences and boards of funds advised by Capital Group. Ms. Heisz holds a Bachelor of Science degree in Economics-Systems Science from UCLA and a Master of Business Administration degree from the UCLA Anderson School of Management. Ms. Heisz was selected to serve on our Board due to her extensive experience as a public company director and audit committee member, her in-depth knowledge of capital markets, and her expertise in enterprise risk management, mergers and acquisitions, and numerous other finance and governance matters.
Alain Monié, Chairperson of the Board
Alain Monié, Chairperson of the Board
Alain Monié, Chairperson of the Board
| Director since October 2024 | Committee(s) None | Other Public Company Boards Current: AES Corporation Past 5 Years: None |
Alain Monié, Chairperson of the Board
Mr. Monié became a director and Chairperson of the Board in connection with the Company’s IPO in October 2024, at which time he retired as Executive Chairman of the Company, a capacity in which he had served since January 2022. Mr. Monié previously served as Ingram Micro’s Chief Executive Officer from January 2012 until January 2022. Mr. Monié initially joined Ingram Micro in February 2003 as Executive Vice President and served in that role and as President of Ingram Micro Asia-Pacific from 2004 to 2007, and then as President and Chief Operating Officer from 2007 to 2010. Prior to rejoining Ingram Micro as President and Chief Operating Officer in November 2011, he served as Chief Executive Officer of APRIL Management Pte., a multinational industrial company based in Singapore. Earlier in his career, Mr. Monié held a series of positions of increasing responsibility, across three continents, within Allied Signal Inc. and Honeywell International. Mr. Monié earned a Master’s degree in business administration from the Institut Supérieur des Affaires, France (now part of the HEC Group). He received high honors in automation engineering studies at the École Nationale Supérieure d’Arts et Métiers (ENSAM) France. As a seasoned executive and former Chief Executive Officer of Ingram Micro, Mr. Monié was selected to serve on our Board due to his in-depth knowledge of Ingram Micro’s business operations and strategy that is important to the board of directors’ oversight of strategy, succession planning, enterprise risk management, compensation, and implementation of sound corporate governance practices.
CLASS III Directors (with Terms Expiring in 2027)
CLASS III Directors (with Terms Expiring in 2027)
Felicia Alvaro
Felicia Alvaro
Felicia Alvaro
| Director since October 2024 | Committee(s) Audit (Chair) | Other Public Company Boards Current: Temenos; McGraw Hill Past 5 Years: Cornerstone OnDemand (until 2021) |
Felicia Alvaro
Ms. Alvaro previously served as Chief Financial Officer, EVP and Treasurer for Ultimate Software from 2018 until her retirement in 2020, a period during which she oversaw the company’s transition in 2019 from a publicly traded company to a privately held company. Ms. Alvaro joined Ultimate Software as Vice President of Finance in 1998, shortly after the company’s IPO. During her 22-year tenure at Ultimate Software, she was responsible for the company’s accounting, finance, privacy, risk and compliance, financial planning, tax, treasury and financial systems teams. Previously, Ms. Alvaro spent 11 years in finance and accounting positions at Precision Response Corporation, Pueblo Xtra International and KPMG. Ms. Alvaro holds a Bachelor of Science in Accounting from Southeastern Louisiana University and is a Certified Public Accountant in Georgia. Ms. Alvaro was selected to serve on our Board due to her decades of senior executive leadership experience and expertise in accounting, auditing, financial reporting, financial planning and analysis, risk oversight, and general compliance.
Jakki Haussler
Jakki Haussler
Jakki Haussler
| Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: Service Corporation International; Vertiv Holdings; Morgan Stanley Funds Past 5 Years: Barnes Group Inc. (until 2025); Cincinnati Bell (until 2021) |
Jakki Haussler
Ms. Haussler serves as the Non-Executive Chairman of Opus Capital Management LLC, an investment advisory firm she co-founded in 1996 and where she served as Chief Executive Officer from 1996 to 2019. She also served as managing director of Capvest Venture Fund LP from 2000 to 2011 and as a partner at Adena Ventures LP from 1999 to 2010. Ms. Haussler, a former Certified Public Accountant, holds a Bachelor of Business Administration degree in Accounting from the University of Cincinnati and a Juris Doctor degree from the Salmon P. Chase College of Law at Northern Kentucky University. Ms. Haussler was selected to serve on our Board due to her experience on several public company boards and her expertise in finance, accounting, portfolio management, and business development.
Jacob Kotzubei
Jacob Kotzubei
Jacob Kotzubei
| Director since October 2024 | Committee(s) Compensation (Chair) | Other Public Company Boards Current: Ryerson Holding Corporation; Vertiv Holdings; McGraw Hill Past 5 Years: Key Energy (until 2022); Verra Mobility (until 2021) |
Jacob Kotzubei
Mr. Kotzubei joined Platinum Advisors in 2002 and is a Partner and co-President at the firm. Prior to joining Platinum Advisors in 2002, Mr. Kotzubei was a Vice President of the Goldman Sachs Investment Banking Division – High Tech Group in New York City, and the head of the East Coast Semiconductor Group. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei received a Bachelor of Arts degree from Wesleyan University and holds a Juris Doctor degree from Columbia University School of Law. Mr. Kotzubei was selected to serve on our Board due to his experience in executive management oversight, private equity, capital markets, mergers and acquisitions, and other transactional matters.
Matthew Louie
Matthew Louie
Matthew Louie
| Director since October 2024 | Committee(s) Nominating and Corporate Governance (Chair) | Other Public Company Boards Current: Vertiv Holdings; McGraw Hill Past 5 Years: None |
Matthew Louie
Mr. Louie joined Platinum Advisors in 2008. Mr. Louie is a Managing Director at the firm and is responsible for the structuring and execution of acquisition and divestiture transactions. Prior to joining Platinum Advisors in 2008, Mr. Louie was an investment professional at American Capital Strategies, a middle-market focused private equity firm. Prior to American Capital, Mr. Louie worked in venture capital and growth equity at both Canaan Partners and Agilent Technologies, and in investment banking at Donaldson, Lufkin & Jenrette. Mr. Louie holds undergraduate degrees in both Economics and Political Science from Stanford University. He also holds a Master of Business Administration degree from Harvard Business School. Mr. Louie serves as a manager of a number of Platinum’s portfolio companies. Mr. Louie was selected to serve on our Board due to his experience related to private equity, capital markets, transactional matters, and post-acquisition monitoring and oversight of operational performance at portfolio companies.
Executive and Director Compensation
Executive and Director Compensation
Executive Summary
| ● | Establishing Challenging Targets to Differentiate Payments Under Our Annual Executive Incentive Program (“EIP”). The EIP is a short-term incentive plan under which participants can earn annual cash payments based on annual company, business unit and/or functional unit performance, as well as individual performance. The Company’s 2025 Adjusted EBITDA performance of $1,333.6 million, on a foreign exchange neutral basis (“FXN”), was between the threshold of $1,172.4 million and the target of $1,379.3 million. The Company’s 2025 Adjusted Free Cash Flow performance of $1,098.6 million was above the $436.5 million requirement for maximum allowed achievement of this component. (See Appendix A to this Proxy Statement for reconciliations of 2025 Adjusted EBITDA and Adjusted Free Cash Flow to their most comparable GAAP measures.) These factors combined to result in the funding of the Fiscal Year 2025 EIP pool (the “EIP Pool”) at 122.27%. The individual payments to our CEO and the other NEOs are discussed further below and were each 120% of the respective NEO’s target annual EIP incentive (excluding the management-by-objective (“MBO”) portion). |
Executive Summary
| ● | Equity Awards. Our NEOs were granted a combination of 38% restricted stock units (“RSUs”) with annual time-based vesting over three years and 62% performance-based restricted stock units (“PSUs”) that vest if certain financial performance criteria are met. All grants were made under our 2024 Stock Incentive Plan (the “2024 Plan”) in March 2025. These awards are designed to encourage retention and align our NEOs’ interests with those of our stockholders. |
Executive Summary
Focus on Long-Term Value Creation At executive management levels, compensation focuses on long-term stockholder value creation, reflecting our NEOs’ responsibility for setting and achieving long-term strategic goals. In support of this responsibility, compensation is heavily weighted toward variable compensation, with a focus on long-term incentives under the 2024 Plan. Pay-for-Performance and CEO Compensation We emphasize pay-for-performance, including through our annual EIP awards and PSUs granted under the 2024 Plan. In Fiscal Year 2025, performance-based compensation constituted 65% of our CEO’s total target direct compensation and 52% to 57% of each of our other NEO’s total target direct compensation. Focus on Best Practices Our Compensation Committee periodically examines our executive compensation practices in an effort to align them with best practices and evolving compensation trends. For example (and as described further below):
Executive Summary
| ● | We maintain clawback policies that provide for the recoupment of incentive compensation (including performance-based severance compensation) in appropriate circumstances, including a clawback policy as required by the Dodd-Frank Act and applicable SEC and NYSE exchange listing requirements; |
Executive Summary
| ● | Awards under our short-term and long-term incentive plans are capped to limit “windfalls;” |
Executive Summary
| ● | None of the NEOs has an employment agreement; |
Executive Summary
| ● | The CIC Plan (as defined below) does not automatically accelerate vesting of equity awards, requires a “double trigger” before benefits are paid, and does not have any provision for tax gross-ups; |
Executive Summary
| ● | The Compensation Committee has retained and consults with its independent outside compensation consultants on a regular basis and has sole discretion to engage or terminate its compensation consultants and other advisors; |
Executive Summary
| ● | The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information and the Company does not time the release of material nonpublic information based on equity award grant dates, vesting events, or sale events. Other than the RSUs and PSUs granted in March 2025, no additional equity awards were granted to our NEOs during Fiscal Year 2025; and |
Overall Design Objectives and Rewards of the Executive Compensation Program
| Annual Executive Incentive Program, including the MBO Component | Provides incentives to focus our NEOs on the actions necessary to achieve the Company’s annual business plan. Identifies what is expected for the year from the standpoint of corporate, business unit, regional and country results. Additionally, specific individual objectives and other strategic MBO goals provide focus on strategic projects that often deliver positive results over future years. Links reward to accomplishment of goals within executives’ control and encourages both profitable growth and operating efficiency. | Establishes incentive targets as a percentage of each NEO’s base salary that approximate the median market practice of comparable positions at comparator peer group companies. Each participating NEO has an individual MBO target that is 20% of the NEO’s EIP target. Achievement against the MBO component is capped at 100% of the MBO target. EIP payouts depend on meeting certain performance targets and specified strategic objectives over the course of a one-year performance period. Achievement against the EIP target is capped at 200% of the EIP target. Performance targets and results vary among our NEOs to reflect appropriate differences in their responsibilities, as well as their individual performance. |
Overall Design Objectives and Rewards of the Executive Compensation Program
| Equity-Based Long-Term Incentive Award Program | Vesting based on performance aligns the incentives of our NEOs with those of our stockholders; time-based vesting encourages retention. Rewards stock price appreciation and ties wealth accumulation to performance. | RSU and PSU grants are made to further incentivize stockholder value creation. | | Benefits and Perquisites | Provides market-competitive benefits to all associates, with limited special perquisites to NEOs. | NEOs participate in our broad-based health and welfare, life insurance, disability, and retirement programs for management associates. We provide officers and other executive leadership in the U.S. (including our NEOs) with executive physical examinations. |
Overall Design Objectives and Rewards of the Executive Compensation Program
| ● | A competitive compensation program is critical in attracting, retaining, and motivating our senior leadership in order to achieve our long-term business and financial objectives. |
Overall Design Objectives and Rewards of the Executive Compensation Program
| ● | In early 2025, our Compensation Committee engaged Compensia, an outside executive compensation consultant, to review the comparator peer group they had previously assisted us in selecting and to determine whether any modifications were necessary or advisable for Fiscal Year 2025. This review resulted in removing three companies from the peer group for compensation review (Cencora, Inc., Mckesson Corporate, and Sysco Corporation) but retaining them in the group for compensation design. Two new peers—Henry Schein and US Foods Holding—were added to the peer group for a total of 16 companies. Compensia completed a further review of the peer group and discussed their recommendations with the Compensation Committee in September 2025. The Compensation Committee agreed to continue to use the peer group as set out below for the review of NEO compensation for 2026. |
Overall Design Objectives and Rewards of the Executive Compensation Program
| ● | Compensia was also engaged in late 2024 to benchmark NEO compensation against peer group compensation as disclosed in SEC filings and against the Radford Global Compensation Database including public and private U.S. companies with annual revenues between $12.5 billion and $50 billion. The peer group data was also refreshed following the modification to the peer group in early 2025, as noted above. Both sets of benchmarking data were reviewed with the Committee in February 2025 to assist the Committee in its decisions regarding NEO compensation in 2025. |
Overall Design Objectives and Rewards of the Executive Compensation Program
| 3. | Pay-for-Performance. We emphasize pay-for-performance, as indicated above under “Focus on Long-Term Value Creation.” With the completion of the IPO in 2024, we began granting equity awards to the NEOs under the 2024 Plan. The Fiscal Year 2025 compensation decisions continued to reinforce performance-based compensation with the EIP for Fiscal Year 2025 and PSUs granted in 2025. These elements constituted 65% of our CEO’s total target annual direct compensation and 52% to 57% of each of our other NEO’s 2025 total target annual direct compensation. The valuation of the RSUs and PSUs granted in 2025 is explained in further detail later in this “Compensation Discussion and Analysis.” |
What is Rewarded
| Metric | | | Definition | | Why Selected | Pay Programs | | Adjusted EBITDA on an FX-neutral basis | | | Non-GAAP earnings before interest, taxes, depreciation, amortization and restructuring or other similar costs as defined by management and approved by the Compensation Committee, further adjusted to be on an FX-neutral basis | | Reflects core operating performance, emphasizing profitability, operating leverage, and cost discipline | Annual Executive Incentive Program | | Adjusted Free Cash Flow | | Net income adjusted to give effect to depreciation and amortization, other non-cash items and changes to non-working capital assets/liabilities, changes in working capital, capital expenditures and proceeds from deferred purchase price of factored receivables. | | Free Cash Flow reflects cash generation, capital discipline, and stockholder value creation. | | Annual Executive Incentive Program PSUs granted in 2025 under the 2024 Plan | | Non-GAAP Net Income | Net income adjusted for: amortized intangibles, restructuring costs, integration and transition and operational improvement initiatives, cash-based compensation associated with our cash-based LTI program in lieu of equity-based compensation, and certain GAAP tax provisions | | | Reflects bottom-line earnings performance, emphasizing profitability after operating and financing decisions. | | PSUs granted in 2025 under the 2024 Plan | | Adjusted Return on Invested Capital | | Adjusted net income divided by the invested capital for the period | | Reflects capital efficiency and disciplined capital allocation. | | PSUs granted in 2025 under the 2024 Plan |
Elements of Compensation
Elements of Compensation The elements of NEO compensation are annual base salary, annual bonus, equity-based long-term incentive awards, and benefits. The mix and proportion of these elements to total compensation are benchmarked annually against the survey data mentioned above and peer group data for each NEO. When recommending compensation for the other NEOs, the CEO, following consultation with outside executive compensation advisors and the Executive Vice President – Human Resources, and with approval from the Compensation Committee, may make changes to the mix or relative weighting of each compensation element after taking into consideration the impact a change in one element may have on other elements and total compensation. A summary of each element of compensation and how the amount and formula are determined is presented below. Base Salary Each NEO’s salary is reviewed on an annual basis to ensure that the base salaries of our NEOs are externally competitive, reflect individual performance and are internally equitable relative to our other executives. The Compensation Committee requested that the Company engage an outside compensation consultant to review all components of pay for the NEOs and to compare each NEO’s pay to the pay of executives in similar roles at our peer group companies. NEO salaries were benchmarked against other survey data as needed. In making decisions or recommendations regarding any changes to base salaries of the NEOs, the Compensation Committee reviews the data along with (i) each NEO’s scope of responsibilities within the organization, (ii) the CEO’s personal assessment of each NEO’s performance and the NEO’s overall contribution to the achievement of our short-term and long-term objectives, (iii) the NEO’s performance in relation to individual performance objectives established during the PMP, (iv) the NEO’s experience, pay history, and current salary versus market information, (v) internal equity considerations, and (vi) our overall company performance. There is no set formula or weighting assigned to these factors. In February 2025, the Compensation Committee considered the above, along with the current economic conditions and the Company’s financial performance, to determine any appropriate base salary changes for the NEOs as well as other direct reports to the CEO. This review resulted in a 3.5% increase to the base pay of each NEO, which took effect in late March 2025. Despite the CEO’s base salary falling below the 25th percentile within the selected peer group, the Compensation Committee decided to increase the CEO’s salary by only 3.5% given the CEO’s expressed preference to be treated similarly to other NEOs with respect to salary increases. The following chart shows the base salaries for 2025.
Elements of Compensation
2025 Annual Executive Incentive Program We set financial performance targets under the EIP each year with the primary objective of aligning executive compensation with total company performance. For 2025, the Compensation Committee approved a cash incentive target, as a percentage of base salary, for each NEO, as set forth in the table below. The CEO’s target percentage is above the 75th percentile of the peer group, which takes his total target cash compensation to just under the median pay for the peer group. The CFO’s target percentage is approximately the 70th percentile of the peer group. The other NEOs’ targets approximate the median market practice of comparable positions (see “Design Principles” above).
Elements of Compensation
| | | | Total | | | Target EIP as % of | Target MBO as % of | Target Annual Incentive as % of | | | Annual Base Salary | Annual Base Salary | Annual Base Salary | | | 2025 | 2025 | 2025 | | Paul Bay | 200% | 40% | 240% | | Michael Zilis | 100% | 20% | 120% | | Augusto Aragone | 70% | 14% | 84% | | Scott Sherman | 70% | 14% | 84% |
Elements of Compensation
The CEO, in consultation with the CFO and EVP HR, recommended to the Compensation Committee that FXN Adjusted EBITDA (weighted 70%) and Adjusted Free Cash Flow (weighted 30%) be utilized to determine the level of funding of the EIP Pool for Fiscal Year 2025. The Compensation Committee approved the selected metrics, weightings, and specific target values to fund the EIP Pool at threshold, target, and maximum (with straight line interpolation for performance between threshold and target, and between target and maximum performance) as shown below.
Elements of Compensation
The MBO component of the annual incentive was capped at the target percentage. The subjective achievement between 0% and 100% was based on individual performance against pre-established personal objectives and the CEO’s discretion for the NEOs other than himself, and discretion of the Compensation Committee for the CEO. Fiscal Year 2025 Adjusted EBITDA (FXN) was $1,333.6 million and Adjusted Free Cash Flow was $1,098.6 million, resulting in the total achievement of 122.27%. However, the CEO recommended the Compensation Committee cap the funding at 120% in order to balance strong financial performance with broader business considerations. The Compensation Committee agreed with this adjustment. Payments under this program will be made in April 2026. The CEO reviewed additional financial performance against pre-established factors (although none are assessed on a formulaic basis), as well as the NEO’s individual performance against pre-established personal objectives, that were subjective in nature, to determine each NEO’s share of the established EIP Pool. Individual payments are capped at 200% of their target incentive and would be zero if threshold performance objectives are not achieved. The Compensation Committee reviewed and approved the CEO’s individual performance against pre-established objectives to determine his share of the EIP Pool. Following the CEO’s recommendation, the Compensation Committee also approved award payments for each of the other NEOs. The global EIP Pool was funded at 120% of the target amount for each of the NEOs. The applicable awards approved under the EIP for Fiscal Year 2025 were as follows:
Elements of Compensation
RSU and PSU Grants Under the 2024 Stock Incentive Plan In connection with our initial public offering (“IPO”) in October 2024, the Board adopted, and our stockholders approved, the 2024 Plan. The purpose of the 2024 Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, and directors of the Company and its affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of the stockholders. Following the review of the compensation market data as prepared by our outside compensation consultant, in February 2025 the Compensation Committee approved RSU and PSU awards that were granted in March 2025 to the NEOs under the 2024 Plan. The target value of these awards is below the market median of the peer group for the CEO and below the 25th percentile of the peer group for the remaining NEOs. The Compensation Committee believed that these awards were reasonable in light to the IPO grants made in October 2024 and the March 2025 cash bonuses, as disclosed in the Summary Compensation Table.
Elements of Compensation
| ● | RSUs: A grant of RSUs was made to each of the NEOs on March 3, 2025. The RSUs will vest in equal annual installments over a three-year period, subject to the executive’s continuous service with us through the applicable vest dates. |
Elements of Compensation
| ● | PSUs: A grant of PSUs was made to each of the NEOs on March 3, 2025. Between 0% and 200% of the PSUs will vest on the third anniversary of the grant date based on the Company’s achievement of specified performance levels relation to non-GAAP net income, adjusted ROIC and adjusted free cash flow performance as determined by the Compensation Committee, during Fiscal Years 2025 through 2027; vesting also requires the executive’s continuous service with us through the vest date. We do not disclose the specific performance targets and corresponding thresholds and maximums for our PSUs before the end of the applicable performance period because we believe that disclosure of such forward-looking information would cause competitive harm. These targets reflect competitively sensitive information about our anticipated financial trajectory, which is not otherwise public. The Compensation Committee believes that it has set performance goals at rigorous and challenging levels, yet attainable, so as to require significant effort and achievement by our executive officers to be attained, but they do not encourage excessive risk taking by management. Specific targets and the Company's actual achievement relative to such targets will be disclosed upon completion of the applicable performance period. |
Change in Control and Termination of Employment Arrangements
Change in Control and Termination of Employment Arrangements Change in Control Plan We maintain an Executive Change in Control Severance Plan (“CIC Plan”). The CIC Plan, which provides “double-trigger” severance benefits, endeavors to continue providing our eligible officers with reasonable financial security in their employment and position with us, without distraction from uncertainties regarding their employment created by the possibility of a potential or actual change in control. Each of our CEO and the other NEOs participates in the CIC Plan. If the participant’s employment is terminated by us without “cause” or by the participant for “good reason,” (each, as defined in the CIC Plan) in each case within six months prior to or 24 months following a change in control of the Company, the CIC Plan provides for certain severance benefits. Specifically, the participant will be eligible for the following: a lump-sum cash payment of a specified multiple (2.5 times for our CEO and 2.0 times for all other participants) multiplied by the sum of the participant’s base salary and target annual bonus; a prorated target annual bonus for the year in which the qualifying termination occurs; immediate vesting and payment of outstanding time-based long-term incentive awards, with outstanding performance-based long-term incentive awards vesting at the target value; a lump-sum payment equal to the annualized cost of the premiums required for the continuation of employer-sponsored medical, dental and vision insurance benefits for 12 months; and outplacement benefits of up to $50,000. All benefits are subject to the participant’s execution of a release and restrictive covenant agreement satisfactory to us. A summary of the terms and conditions of the CIC Plan, including a detailed description of the severance benefits and estimated values of these benefits, is set forth under “Potential Payments Upon Termination or Change in Control” below. The CIC Plan does not provide any tax gross-up to participants. For the avoidance of doubt, Platinum’s sale of shares in subsequent public securities offerings is not expected to qualify as a change in control, for purposes of the CIC Plan. Executive Officer Severance Policy We also maintain an Executive Officer Severance Policy (the “Severance Policy”), which applies to our CEO and certain other executive officers elected by the Board (which includes all of the NEOs) and which endeavors to continue providing our eligible officers with reasonable financial security in their employment and position with us, without distraction from uncertainties regarding their employment created by the possibility of a termination of employment without “cause.” Under the terms of the Severance Policy, eligible executive officers are entitled to severance benefits if their employment is terminated by us without “cause” (as defined in the Severance Policy) outside of the change-in-control context and if certain other conditions are satisfied. In such cases, subject to the execution of a release and restrictive covenant agreement satisfactory to us, eligible executive officers will be entitled to the severance benefits described in “Potential Payments Upon Termination or Change in Control” below. Pursuant to the Severance Policy, if an executive officer receives any severance payments or other benefits under the Severance Policy and we subsequently determine that the executive officer had engaged in conduct which constituted “cause” for the termination of such executive officer’s employment by us, the executive officer is obligated to reimburse us for all payments and the value of all benefits received by the executive officer which would not have been received if the executive officer’s employment had been terminated by us for “cause,” including interest. Management periodically reviews both the Severance Policy and the CIC Plan to ensure they are providing appropriate protections compared to the estimated costs. The Compensation Committee reviewed these policies in November 2025 and made no changes.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the total compensation earned or paid to our NEOs for services rendered to us during Fiscal Years 2025, 2024, and 2023.
Summary Compensation Table
| | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | | Stock | Plan | All Other | | | | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Paul Bay | 2025 | 942,373 | — | 6,068,927 | 2,608,489 | 45,742 | 9,665,531 | | Chief Executive Officer | 2024 | 918,000 | 900,000 | 13,929,018 | 1,670,760 | 45,225 | 17,463,003 | | | 2023 | 913,562 | — | — | 2,099,914 | 39,267 | 3,052,743 | | Michael Zilis | 2025 | 852,311 | — | 1,137,921 | 1,184,713 | 41,027 | 3,215,972 | | Chief Financial Officer | 2024 | 830,180 | 168,750 | 10,454,302 | 757,125 | 25,468 | 12,235,825 | | | 2023 | 824,218 | — | — | 942,329 | 39,519 | 1,806,065 | | Augusto Aragone | 2025 | 634,474 | — | 758,601 | 617,345 | 21,268 | 2,031,688 | | Executive Vice President, Secretary & General | 2024 | 618,000 | 112,500 | 6,788,479 | 394,532 | 20,747 | 7,934,258 | | Counsel | 2023 | 613,562 | — | — | 491,040 | 21,721 | 1,125,873 | | Scott Sherman | 2025 | 634,474 | — | 758,601 | 617,345 | 20,644 | 2,031,064 | | Executive Vice President, | 2024 | 618,000 | 112,500 | 7,542,780 | 394,532 | 20,123 | 8,687,935 | | Human Resources | 2023 | 613,562 | — | — | 491,040 | 20,838 | 1,125,440 |
Summary Compensation Table
| (1) This column represents one-time cash bonuses made in recognition of the executive officers’ efforts related to the successful completion of the IPO. Payment of the cash bonus was subject to each executive officer’s execution of an agreement that required repayment of the bonus in the event of a voluntary termination of employment or termination by the Company for cause, on or prior to March 3, 2026. |
Summary Compensation Table
| (2) The 2025 amounts in the “Stock Awards” column reflect the aggregate grant date fair values, calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“FASB ASC”) 718, of PSUs and RSUs granted on March 3, 2025, without regard to estimated forfeiture rates. For PSUs subject to performance conditions, the grant date fair value is calculated based on the probable outcome of the performance conditions as of the grant date, which was determined to be target-level achievement. For additional information, including a discussion of the assumptions used to calculate these values, please see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the 2025 fiscal year. |
Summary Compensation Table
| ● | March 3, 2025 grants: RSUs are subject to time-based vesting conditions. They have an accounting value of $20.11 per share. PSUs are subject to time-based and performance-based vesting conditions. They have an accounting value of $19.77 per share. In both cases, the grant date fair value in the Summary Compensation Table is calculated by multiplying the respective accounting values by the number of shares underlying the rewards, assuming achievement of performance-based vesting conditions at target. |
Summary Compensation Table
If the PSU awards were to achieve the maximum performance level of 200%, the value of the awards would be as follows:
Summary Compensation Table
| | | Maximum Value | | Name | Units | at $19.77 per share | | Paul Bay | 378,006 | $7,473,179 | | Michael Zilis | 70,876 | $1,401,219 | | Augusto Aragone | 47,250 | $934,133 | | Scott Sherman | 47,250 | $934,133 |
Summary Compensation Table
| (3) This column represents the payment of the EIP and MBO for the applicable fiscal year. |
Summary Compensation Table
| (4) The amounts in this column for Fiscal Year 2025 are itemized in the following table: |
Summary Compensation Table
All Other Compensation Table – Fiscal Year 2025
Summary Compensation Table
| | | Employer | | Total (as | | | Employer | Contributions | | disclosed in | | | Contributions | to the | | the All Other | | | to the 401(k) | Supplemental | Other | Compensation | | | Plan ($) | Plan ($) | ($) (A) | column) ($) | | Paul Bay | 8,750 | 17,974 | 19,018 | 45,742 | | Michael Zilis | 8,750 | 17,374 | 14,903 | 41,027 | | Augusto Aragone | 8,750 | 12,518 | — | 21,268 | | Scott Sherman | 8,750 | 11,894 | — | 20,644 |
Summary Compensation Table
| (A) Represents executive perquisites and benefits exceeding $10,000 in the aggregate, which consisted of (i) the incremental cost to the company of the executive’s spouse’s travel to and required attendance at business events ($15,968 for Mr. Bay and $11,230 for Mr. Zilis), (ii) an executive physical examination ($2,700 for Mr. Bay and $3,323 for Mr. Zilis), and (iii) long-term disability insurance premiums ($350 for both Mr. Bay and Mr. Zilis). |
Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table summarizes all plan-based awards granted to the NEOs during Fiscal Year 2025.
Grants of Plan-Based Awards Table
| | | Estimated Future | | | Estimated Future | | | Stock Awards: | Grant | | | | Payouts Under | | | Payouts Under | | | Number of | Date Fair | | | | Non-Equity Incentive | | | Equity Incentive | | | Shares | Value of | | | | Plan Awards(1) | | | Plan Awards(2) | | | of Stock | Stock | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | Or Units(3) | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Paul Bay | N/A | 282,712 | 2,261,694 | 4,146,439 | | | | | | | | 3/3/2025 | | | | 18,900 | 189,003 | 378,006 | | 3,736,589 | | | 3/3/2025 | | | | | | | 115,979 | 2,332,338 | | Michael Zilis | N/A | 127,847 | 1,022,773 | 1,875,083 | | | | | | | | 3/3/2025 | | | | 3,543 | 35,438 | 70,876 | | 700,609 | | | 3/3/2025 | | | | | | | 21,746 | 437,312 | | Augusto Aragone | N/A | 66,620 | 532,958 | 977,091 | | | | | | | | 3/3/2025 | | | | 2,362 | 23,625 | 47,250 | | 467,066 | | | 3/3/2025 | | | | | | | 14,497 | 291,535 | | Scott Sherman | N/A | 66,620 | 532,958 | 977,091 | | | | | | | | 3/3/2025 | | | | 2,362 | 23,625 | 47,250 | | 467,066 | | | 3/3/2025 | | | | | | | 14,497 | 291,535 |
Grants of Plan-Based Awards Table
| (1) Represents incentive awards under the EIP for Fiscal Year 2025. The actual 2025 incentive awards earned by Mr. Bay, Mr. Zilis, Mr. Sherman, and Mr. Aragone are disclosed in the “Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column. See the discussion above under “Compensation Discussion and Analysis—Elements of Compensation—2025 Annual Executive Incentive Program.” |
Grants of Plan-Based Awards Table
| (2) Represents the PSUs granted under the 2024 Plan on March 3, 2025. The grant date fair value for these awards, calculated in accordance with FASB ASC 718, is $19.77 per unit. This does not necessarily correspond to the actual value that might be realized by these NEOs, which will depend on the market value of our common stock on a date in the future when the PSUs are settled. The PSUs will vest on March 3, 2028, contingent upon the achievement of specified financial metrics, as set forth in footnote 3 of the “Outstanding Equity Awards at Fiscal Year End Table” below. For additional information, including a discussion of the assumptions used to calculate these values, please see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025. |
Grants of Plan-Based Awards Table
| (3) Represents RSUs granted under the 2024 Plan on March 3, 2025, with a grant date fair value, calculated in accordance with FASB ASC 718, of $20.11 per unit. This does not necessarily correspond to the actual value that might be realized by these NEOs, which will depend on the market value of our common stock on a date in the future when the RSUs are settled. The RSUs will vest over a three-- year period, subject to continuation of service, as set forth in footnote 2 of the “Outstanding Equity Awards at Fiscal Year End Table” below. For additional information, including a discussion of the assumptions used to calculate these values, please see Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2025. |
Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of the agreements and arrangements relating to the information disclosed in the “Summary Compensation Table” and the “Grant of Plan-Based Awards Table” are included in our “Compensation Discussion and Analysis” above.
Outstanding Equity Awards at Fiscal Year End Table
Outstanding Equity Awards at Fiscal Year End Table The following table summarizes the outstanding unvested equity awards held by the NEOs as of the end of Fiscal Year 2025.
Outstanding Equity Awards at Fiscal Year End Table
| | Stock Awards | | | | | | | | | Equity Incentive | | | | | Equity Incentive | Plan Awards: | | | | | Plan Awards: | Market or Payout | | | Number of | Market Value of | Number of | Value of Unearned | | | Shares or | Shares or Units of | Unearned Shares, | Shares, Units | | | Units of | Stock That | Units or Other | or Other Rights | | | Stock That Have | Have Not | Rights That Have | That Have Not | | Name | Not Vested (#) | Vested ($)(1) | Not Vested (#) | Vested ($)(1) | | Paul Bay(2) | 94,227 | 2,085,244 | | | | (3) | | | 176,674 | 3,909,796 | | (4) | 115,979 | 2,566,615 | | | | (5) | | | 189,003 | 4,182,636 | | Michael Zilis(2) | 70,722 | 1,565,078 | | | | (3) | | | 132,601 | 2,934,460 | | (4) | 21,746 | 481,239 | | | | (5) | | | 35,438 | 784,243 | | Augusto Aragone(2) | 45,923 | 1,016,276 | | | | (3) | | | 86,104 | 1,905,482 | | (4) | 14,497 | 320,819 | | | | (5) | | | 23,625 | 522,821 | | Scott Sherman(2) | 51,026 | 1,129,205 | | | | (3) | | | 95,672 | 2,117,221 | | (4) | 14,497 | 320,819 | | | | (5) | | | 23,625 | 522,821 |
Outstanding Equity Awards at Fiscal Year End Table
| (1) All values are based on a price of $22.13 per share, which was the closing sale price of the Company’s Common Stock on the NYSE on December 26, 2025, the last trading day of Fiscal Year 2025. |
Outstanding Equity Awards at Fiscal Year End Table
| (2) Represents shares issuable under an RSU award granted on October 23, 2024, under the 2024 Plan. The RSU award vests in three equal installments on each anniversary of the grant date through October 23, 2027, subject to continued service through the applicable vesting dates, and subject to accelerated vesting if the return on invested capital achieved by Platinum is at least two and one-half times the total of all capital or other contributions made by Platinum. |
Outstanding Equity Awards at Fiscal Year End Table
| (3) Represents shares issuable under a PSU award granted on October 23, 2024, under the 2024 Plan, assuming achievement at the “threshold” level of performance. Fifty percent of the PSU award will vest if the return on invested capital achieved by Platinum is at least two times the total of all capital or other contributions made by Platinum; the remainder of the PSU award will vest if the return on invested capital achieved by Platinum is at least two and one-half times the total of all capital or other contributions made by Platinum. |
Outstanding Equity Awards at Fiscal Year End Table
| (4) Represents shares issuable under an RSU award granted on March 3, 2025, under the 2024 Plan. The RSU award vests in three equal installments on each anniversary of the grant date through March 3, 2028, subject to continued service by the NEO through the applicable vesting dates. |
Outstanding Equity Awards at Fiscal Year End Table
| (5) Represents shares issuable under a PSU award granted on March 3, 2025, under the 2024 Plan, assuming achievement at the “target” level of performance. As described above in “Compensation Discussion and Analysis—RSU and PSU Grants Under the 2024 Stock Incentive Plan,” between 0% to 200% of the PSUs will vest on the third anniversary of the grant upon the determination by the |
Outstanding Equity Awards at Fiscal Year End Table
| Compensation Committee that the Company achieved certain financial metrics in Fiscal Years 2025 through 2027 and the executive’s continuous service with us through the vest date. The number of PSUs that would vest for each NEO at threshold performance is equal to 10% of target and the number of PSUs that would vest for each NEO at or above maximum performance is equal to 200% of target. There will be straight line interpolation for performance between threshold, target and maximum performance. |
Stock Vested Table
Stock Vested Table The following table summarizes the NEOs’ stock award vesting activity during Fiscal Year 2025.
Stock Vested Table
| | Stock Awards | | | | Number of Shares or Units of | Market Value Realized on | | Name | Stock Acquired on Vesting (#) | Vesting ($)(1) | | Paul Bay | 47,113 | 1,011,987 | | Michael Zilis | 35,360 | 759,533 | | Augusto Aragone | 22,961 | 493,202 | | Scott Sherman | 25,512 | 547,998 |
Stock Vested Table
| (1) Each of these units vested in full on October 23, 2025. The value realized upon vesting is determined by multiplying the number of shares underlying the stock awards that vested by $21.48, the closing sale price of the Company’s stock on the NYSE on the vest date. |
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table The following table provides information relating to nonqualified deferred compensation balances and contributions by the NEOs for Fiscal Year 2025.
Nonqualified Deferred Compensation Table
| | | | | | Aggregate | Aggregate | | | | Executive | Registrant | Aggregate | Withdrawals/ | Balance at | | | | Contributions | Contributions | Earnings | Distributions | End | | | | in Fiscal Year | in Fiscal Year | in Fiscal Year | in Fiscal Year | of Fiscal Year | | Name | Name of Plan | 2025 ($) | 2025 ($)(1) | 2025 ($) | 2025 ($)(2) | 2025 ($) | | Paul Bay | Supplemental Plan | 177,677 | 17,974 | 673,914 | — | 4,393,763 | | Michael Zilis | Supplemental Plan | 482,561 | 17,374 | 1,431,353 | — | 9,791,166 | | Augusto Aragone | Supplemental Plan | 225,394 | 12,518 | 348,330 | — | 2,363,354 | | Scott Sherman | Supplemental Plan | 39,581 | 11,894 | 32,873 | 70,142 | 279,204 |
Nonqualified Deferred Compensation Table
| (1) Executive officers who are paid on the U.S. payroll may voluntarily participate in the Supplemental Plan. The Supplemental Plan, in general, allows executives to reduce their taxable compensation in the year earned and operates to restore 401(k) Plan benefits, including Company matching contributions, which were reduced or limited by the Code. Under the terms of the Supplemental Plan, participants may elect to defer up to a combined 50% of their base salary and annual bonus between the Supplemental Plan and the 401(k) Plan. In conformance with Section 409A of the Code, deferral and distribution elections are made by each participant prior to the beginning of each calendar year for deferrals from base salary earned and paid during such calendar year, as well as deferrals from bonus amounts earned during such calendar year but paid in the following calendar year. Executive contributions for 2025 include deferrals from base salary in respect of Fiscal Year 2025 (reported in the “Salary” column of the “Summary Compensation Table”) and may also include bonus amounts earned in 2024 but paid in 2025 (reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for Fiscal Year 2024). We typically provide an employer match on behalf of the participants who make Supplemental Plan deferrals for the applicable year and remain employed through the last day of the year to restore the Company match on base salary that the Code limits in the 401(k) Plan. For the 2025 plan year, we made an employer match in the first quarter of 2026 equal to 50% of the deferrals up to 5% of eligible compensation, reduced by the 2025 employer matching contributions to the 401(k) Plan (such amounts reported in the “All Other Compensation” column of the “Summary Compensation Table”). Participants have earnings or losses |
Nonqualified Deferred Compensation Table
| credited to their Supplemental Plan account as a result of their selection from the various investment options available to them in this plan. Participants may redirect their investment in the various investment fund options on a daily basis. Account balances are disbursed to participants upon their termination of employment or such other fixed date as elected by the participant, based on the participant’s election prior to the year of deferral. Participants may elect to receive their account balance as a lump-sum cash payment or in installment payments over 5, 10, or 15 years. Executive contributions are not separately shown in the “Summary Compensation Table” but instead are deferrals from individuals’ salary and/or bonus amount shown in the “Summary Compensation Table.” |
Nonqualified Deferred Compensation Table
| (2) During 2025, under the Supplemental Plan, Mr. Sherman received a lump sum distribution as noted in the table based on his initial deferral elections, which provided for an in-service distribution |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We maintain incentive programs, including award agreements, the Severance Policy and the CIC Plan, that require us to provide payments and benefits to the NEOs in the event of a qualifying termination of employment and/or a change in control. The chart below describes the termination provisions of each incentive program and the award agreements, as well as any payments and benefits under the Severance Policy and the CIC Plan assuming the last date of employment for the NEO was the last business day of our fiscal year, December 26, 2025 (and therefore the cash incentive award would be considered “earned”) and/or that the change in control occurred on December 26, 2025, as applicable
Potential Payments Upon Termination or Change in Control
| | Short-Term Incentive—Cash(1) | 2024 Plan and Outstanding RSU and PSU Grants(2) | Severance Pay and Benefits (Under Severance Policy or CIC Plan)(3) | | Change in Control (“CIC”) (No Termination) | None | A CIC is a “Qualifying Event” under the terms of the October 2024 grants, which accelerates the vesting of outstanding RSUs. Outstanding PSUs granted October 2024 will vest, if at all, according to the performance valuation calculation. All PSUs that do not vest upon a CIC are forfeited upon the occurrence of a CIC. In the event of a CIC, equity granted in 2025 anticipates the new owner will replace outstanding equity with a vehicle of similar value and vesting schedule for all participants. If the new owner does not agree to this restoration of equity compensation, all outstanding shares vest upon CIC. | None |
Potential Payments Upon Termination or Change in Control
| | Short-Term Incentive—Cash(1) | 2024 Plan and Outstanding RSU and PSU Grants(2) | Severance Pay and Benefits (Under Severance Policy or CIC Plan)(3) | | Qualifying Termination in Connection with a CIC | None; see treatment under Severance Pay and Benefits (Under Severance Policy or CIC Plan) column. | See treatment under CIC row above. | We will pay or provide (A) a lump sum payment equal to two and one-half times for the CEO (or 2 times for the other NEOs and EVPs): the sum of (i) the participant’s annual base salary and (ii) target annual bonus, (B) a lump sum payment equal to the prorated target annual bonus for the year of termination, (C) a lump sum payment equal to 12 months of 100% of the premium costs for employer- sponsored medical, dental and vision insurance benefits in effect on the date of termination, and (D) participation in an outplacement program until the earlier of (i) the end of the year following the year of termination and (ii) the participant’s subsequent full-time employment, subject to a maximum benefit of $50,000. | | Termination for Cause | None | None | None | | Voluntary Termination | Any earned payment based on actual 2025 performance under the terms of the EIP. | RSUs and PSUs that have matured and met any required performance conditions on or prior to the termination date will vest. All unvested RSUs and PSUs will automatically be forfeited. | None |
Potential Payments Upon Termination or Change in Control
| | Short-Term Incentive—Cash(1) | 2024 Plan and Outstanding RSU and PSU Grants(2) | Severance Pay and Benefits (Under Severance Policy or CIC Plan)(3) | | Involuntary “Not for Cause” Termination (not under CIC) | None; see treatment under Severance Pay and Benefits (Under Severance Policy or CIC Plan) column. | RSUs and PSUs granted in October 2024 remain outstanding for a six-month period following such termination and eligible to vest if a “Qualifying Event” occurs during such period during which the applicable performance metrics are achieved. All other unvested RSUs and PSUs will automatically be forfeited. | We will pay or provide (A) a lump sum payment equal to the prorated annual bonus for the year of termination based on actual company performance, (B) a lump sum payment equal to the sum of the participant’s monthly annual base salary and target monthly bonus in effect on the termination date multiplied by total number of years of continuous service (with a minimum of 12 years and capped at 24 years for the CEO and 18 years for all other NEOs), (C) a lump sum payment equal to total number of years of continuous service (with a minimum of 12 months and capped at 18 months) of 100% of the premium costs for employer- sponsored medical, dental and vision insurance benefits in effect on the termination date, and (D) participation in an outplacement program until the earlier of the participant’s subsequent full-time employment or 12 months following the termination date, subject to a maximum benefit of $20,000. |
Potential Payments Upon Termination or Change in Control
| | Short-Term Incentive—Cash(1) | 2024 Plan and Outstanding RSU and PSU Grants(2) | Severance Pay and Benefits (Under Severance Policy or CIC Plan)(3) | | Death or Disability | Any earned payment based on actual 2025 performance under the terms of the EIP. | PSUs granted in October 2024 remain outstanding for a six-month period following such termination and eligible to vest if a “Qualifying Event” occurs during such period during which the applicable performance metrics are achieved. All RSUs will immediately vest and the other PSUs will continue to vest and be paid at the applicable performance level achieved. | None | | Voluntary Termination for Good Reason (not under CIC) | Any earned payment based on actual 2025 performance under the terms of the EIP. | RSUs and PSUs granted in October 2024 remain outstanding for a 6-month period following such termination and eligible to vest if a “Qualifying Event” occurs during such period during which the applicable performance metrics are achieved. All other unvested RSUs and PSUs will automatically be forfeited. | None |
Potential Payments Upon Termination or Change in Control
| (1) Payment to be calculated and paid on the same basis and at the same time as the annual bonus payments to actively employed executives under the EIP. Our EIP generally provides that if a participant remains employed through the last date of the program year (which ended on December 26, 2025, the business day preceding the last day of our Fiscal Year 2025) and experiences a termination of employment following the expiration of the program year but before the payment date of the bonus for such period (other than in the event of a termination of employment by the Company for “cause”), the participant will remain eligible to receive the bonus for the completed program year based on actual performance. In addition, the NEOs are eligible for benefits under the Severance Policy and CIC Plan, as applicable, which likewise provide for the payment of prorated bonuses for the year in which termination occurs, as reflected in the table above. Both the Severance Policy and CIC Plan note that in no event will such policy or plan result in the duplication of payments or benefits provided to an NEO. Accordingly, the table above reflects that upon any termination “without cause,” the annual bonuses payable to our NEOs for the year in which such termination occurs would be paid pursuant to the terms of the Severance Policy or CIC Plan, as applicable. |
Potential Payments Upon Termination or Change in Control
| (2) Payments made under the 2024 Plan and respective RSU and PSU grant documents for the grants received in connection with our IPO related to a termination of employment are subject to the participant’s execution of a release of claims. |
Potential Payments Upon Termination or Change in Control
| (3) Severance benefits provided under the Severance Policy and the CIC Plan are subject to the participant’s execution of a release of claims and restrictive covenant agreement and are payable in a lump sum cash payment. |
Potential Payments Upon Termination or Change in Control
The following table summarizes the payments and benefits that would be made to the NEOs as of December 26, 2025, in the applicable circumstances noted in the table. For purposes of this analysis, we assumed:
Potential Payments Upon Termination or Change in Control
| a. | the last date of employment for the NEO is the last business day of our last fiscal year (December 26, 2025); |
Potential Payments Upon Termination or Change in Control
| b. | annual base salary at termination is equal to the applicable NEO’s salary as of December 26, 2025; and |
Potential Payments Upon Termination or Change in Control
| c. | annual target incentive at the time of the NEO’s termination of employment is equal to the NEO’s target incentive as of December 26, 2025. |
Potential Payments Upon Termination or Change in Control
| | | Accelerated | | | | | | | Short- | Equity- | | | | | | | Term | Based | | Health | | | | | Incentive | Awards | Severance | Premiums | Outplacement | | | | ($)(1) | ($)(2) | Pay ($) | ($) | ($) | Total ($) | | Paul Bay | | | | | | | | CIC (Without Termination) | — | 4,651,859 | — | — | — | 4,651,859 | | CIC Termination | 2,280,000 | 4,651,859 | 8,075,000 | 20,712 | 50,000 | 15,077,571 | | Voluntary Termination (with or without Good Reason) | 2,608,489 | — | — | — | — | 2,608,489 | | Involuntary Not for Cause Termination | 2,608,489 | — | 4,037,500 | 25,890 | 20,000 | 6,691,879 | | Death/Disability | 2,608,489 | 4,651,859 | — | — | — | 7,260,348 | | Michael Zilis | | | | | | | | CIC (Without Termination) | — | 2,046,317 | — | — | — | 2,046,317 | | CIC Termination | 1,031,084 | 2,046,317 | 3,780,640 | 16,911 | 50,000 | 6,924,952 | | Voluntary Termination (with or without Good Reason) | 1,184,713 | — | — | — | — | 1,184,713 | | Involuntary Not for Cause Termination | 1,184,713 | — | 2,835,480 | 25,367 | 20,000 | 4,065,560 | | Death/Disability | 1,184,713 | 2,046,317 | — | — | — | 3,231,030 | | Augusto Aragone | | | | | | | | CIC (Without Termination) | — | 1,337,095 | — | — | — | 1,337,095 | | CIC Termination | 537,289 | 1,337,095 | 2,353,838 | 29,411 | 50,000 | 4,307,633 | | Voluntary Termination (with or without Good Reason) | 617,345 | — | — | — | — | 617,345 | | Involuntary Not for Cause Termination | 617,345 | — | 1,667,302 | 41,665 | 20,000 | 2,346,312 | | Death/Disability | 617,345 | 1,337,095 | — | — | — | 1,954,440 | | Scott Sherman | | | | | | | | CIC (Without Termination) | — | 1,450,024 | — | — | — | 1,450,024 | | CIC Termination | 537,289 | 1,450,024 | 2,353,838 | 15,816 | 50,000 | 4,406,967 | | Voluntary Termination (with or without Good Reason) | 617,345 | — | — | — | — | 617,345 | | Involuntary Not for Cause Termination | 617,345 | — | 1,176,919 | 15,816 | 20,000 | 1,830,080 | | Death/Disability | 617,345 | 1,450,024 | — | — | — | 2,067,369 |
Potential Payments Upon Termination or Change in Control
| (1) All scenarios show the actual EIP payment amounts for Fiscal Year 2025, except that CIC Terminations show the target EIP amounts calculated using each applicable participant’s annual base salary immediately preceding the date of termination. |
Potential Payments Upon Termination or Change in Control
| (2) Represents the value of outstanding unvested RSUs that would accelerate and vest in the applicable scenario. PSUs granted pursuant to our 2024 Plan in October 2024 did not meet performance requirements to vest as of December 27, 2025, and are presumed to not meet the performance requirements within the required six months following departure and thus are not represented in any of the applicable scenarios set forth in the table. |
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following pay ratio information with respect to the fiscal year ended December 27, 2025. To identify the median of the annual total compensation of all our employees in 2025, as well as to determine the annual total compensation of our median employee and our CEO for 2025, we took the following steps: We identified the median employee (excluding the CEO) as follows: (1) reviewed pay components for all employees globally as of October 15, 2025; (2) used total annual base pay (and allowances, as applicable) as the consistent compensation measure for all employees (annualized base pay for permanent employees hired during the year); and (3) calculated annual total compensation for both the CEO and the median employee in accordance with SEC Summary Compensation Table rules. The following are the results of our analysis:
CEO Pay Ratio
| • | The total annual compensation for our median employee (other than our CEO) was $43,104; |
CEO Pay Ratio
| • | The annual total compensation of our CEO was $9,665,531; and |
CEO Pay Ratio
| • | The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees is 224 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with the rules of the SEC. |
Pay Versus Performance
Pay Versus Performance The following table provides information regarding “Compensation Actually Paid” to our NEOs as that term is determined and defined under SEC rules. It does not reflect compensation actually earned, realized, or received by the Company’s NEOs. In determining “Compensation Actually Paid,” the Company is required to make various adjustments to amounts previously reported in the Summary Compensation Table.
Pay Versus Performance
| | | | | | Value of Initial | | | | | | | | | | Fixed $100 | | | | | | | | | | Investment | | | | | | | | | | based on:(2) | | | | | | | | Average | Average | | | | | | | Summary | | Summary | Compensation | | | | | | | Compensation | Compensation | Compensation | Actually Paid | | | | | | | Table Total | Actually Paid | Table Total for | to Other | | Peer | | Adjusted | | | for CEO(1) | to CEO(1) | Other NEOs(1) | NEOs(1) | INGM | Group | Net Income | EBITDA | | Year | ($) | ($) | ($) | ($) | TSR ($) | TSR ($) | ($Millions)(3) | ($Millions)(4) | | 2025 | 9,665,531 | 11,766,084 | 2,426,241 | 3,367,849 | 91.35 | 96.27 | 327.9 | 1,357.8 | | 2024 | 17,463,003 | 16,147,130 | 7,808,794 | 7,218,356 | 79.63 | 99.17 | 264.2 | 1,318.6 |
Pay Versus Performance
| (1) This table presents pay versus performance information for the following executive officers: |
Pay Versus Performance
| Fiscal Year | CEO | Other NEOs | | 2025 | Paul Bay | Michael Zilis, Scott Sherman, and Augusto Aragone | | 2024 | Paul Bay | Michael Zilis, Scott Sherman, Augusto Aragone, and Alain Monié |
Pay Versus Performance
2025 and 2024 Compensation Actually Paid reflects the following adjustments to the applicable amounts in the “Summary Compensation Table” (“SCT”):
Pay Versus Performance
| Adjustments to Determine Compensation “Actually Paid” for CEO: | | | | | 2025 | 2024 | | Total Reported in SCT | $9,665,531 | $17,463,003 | | Less, Fair Value of “Stock Awards” Reported in SCT | ($6,068,927) | ($13,929,018) | | Plus, Year-End Fair Value of Awards Granted During the Year that were Unvested and Outstanding as of Year-End(a) | $6,749,251 | $7,948,947 | | Plus, Fair Value of Awards Granted During the Year that Vested During the Year as of the Vesting Date | — | $4,664,198 | | Plus (or Minus) the Increase (or Deduction) for the Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-End(b) | $1,331,186 | — | | Plus (or Minus) the Increase (or Deduction) for the Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to the Year that Vested During the Year(c) | $89,043 | — | | Less, the Fair Value of Awards that were Granted Prior to the Year that were Forfeited During the Year | — | — | | Plus, the Incremental Fair Value of any Awards Modified During the Year | — | — | | Plus, any Dividends or Other Earnings Paid During the Year Prior to the Vesting Date of the Award. | — | — | | Total Adjustments | $11,766,084 | $16,147,130 |
Pay Versus Performance
| Adjustments to Determine Average Compensation “Actually Paid” for Non-CEO NEOs: | | | | | 2025 | 2024 | | Total Reported in SCT | $2,426,241 | $7,808,794 | | Less, Fair Value of “Stock Awards” Reported in SCT | ($885,041) | ($6,742,639) | | Plus, Year-End Fair Value of Awards Granted During the Year that were Unvested and Outstanding as of Year-End(a) | $984,254 | $3,577,315 | | Plus, Fair Value of Awards Granted During the Year that Vested During the Year as of the Vesting Date | — | $2,574,886 | | Plus (or Minus) the Increase (or Deduction) for the Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-End(b) | $789,580 | — | | Plus (or Minus) the Increase (or Deduction) for the Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to the Year that Vested During the Year(c) | $52,815 | — | | Less, the Fair Value of Awards that were Granted Prior to the Year that were Forfeited During the Year | — | — | | Plus, the Incremental Fair Value of any Awards Modified During the Year | — | — | | Plus, any Dividends or Other Earnings Paid During the Year Prior to the Vesting Date of the Award. | — | — | | Total Adjustments | $3,367,849 | $7,218,356 |
Pay Versus Performance
| (a) Represents the fair value as of the indicated fiscal year-end of RSU and PSU awards granted during the fiscal year that remained outstanding and unvested as of fiscal year-end. Fair values are computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year. For PSUs granted in 2024, calculated assuming the probable outcome of market conditions on December 26, 2025, using a Monte Carlo simulation model. |
Pay Versus Performance
| (b) Represents the change in fair value, measured from the prior fiscal year-end to the current fiscal year-end, of RSU and PSU awards granted in a prior fiscal year that remained outstanding and unvested as of the current fiscal year-end. Fair values are computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the applicable fiscal year. |
Pay Versus Performance
| (c) Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each RSU and PSU award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
Pay Versus Performance
| (2) The peer group total shareholder return (“TSR”) is calculated using the peer group shown in the Stock Price Performance Graph in the Company’s 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. For 2025. We have updated the peer group used for purposes of this Pay Versus Performance disclosure to the peer group used for our Stock Price Performance Graph in the Company’s 2025 Annual Report on Form 10-K, which is comprised of: Arrow Electronics, Avnet, CDW Corporation, Climb Global Solutions, Dell Technologies, ePlus, Insight Enterprises, PC Connection, ScanSource, and TD Synnex. In 2024, we used the peer group used for compensation purposes, as described in our 2025 annual Proxy Statement. This change will provide consistency between the presentation of peer group TSR in our future annual reports on Form 10-K and proxy statements. The comparison assumes $100 was invested for the period starting October 24, 2024, our IPO date, through the end of Fiscal Year 2025 (the “Measurement Period”) in both the Company and its peer group. Historical stock performance is not necessarily indicative of future stock performance. Using the same calculation methodology noted above, the TSR for the 2024 peer group for Fiscal Year 2025 is $120.75. Our 2024 peer group was comprised of: Archer-Daniel-Midland, Arrow Electronics, Inc., Avnet, Inc., Best Buy, Bunge, Cardinal Health, CDW, Cencora, Inc., DXC Tech, Insight Enterprises, McKesson Corporation, Performance Food Group, Sysco, TD Synnex Corporation, United Natural Foods, W.W. Grainger, Inc., and WESCO International, Inc. The Company TSR for 2024 has been corrected to $79.63. Our 2025 annual Proxy Statement reported Company TSR for 2024 as $98.58, which was the third quarter TSR. Further, the Company’s 2025 Annual Report on Form 10-K, pursuant to Item 201(e) of Regulation S-K, reported Company TSR as $90.30 and peer group TSR as $89.49 for 2025, when it should have reported Company TSR as $91.35 and peer group TSR as $96.27, respectively. |
Pay Versus Performance
| (3) Reflects Net Income in our Consolidated Statements of Income included in our Annual Reports on Form 10-K for each of the Fiscal Years ended December 27, 2025 and December 28, 2024. |
Pay Versus Performance
| (4) Adjusted EBITDA and Non-GAAP EBITDAR are the Company-selected measures for Fiscal Years 2025 and 2024, respectively. In our 2025 Proxy Statement, we reported Non-GAAP EBITDAR as our Company-selected measure. We determined Adjusted EBITDA to be the most important financial performance measure used to link Compensation Actually Paid to Company performance in 2025. This performance measure may not have been the most important financial performance measure in prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. For more information about this measure, including how it is calculated from our audited financial statements, see Appendix A to this Proxy Statement. |
Pay Versus Performance
Relationship Between Compensation Actually Paid and Total Shareholder Return and Peer Group Total Shareholder Return The following chart sets forth the relationship among: (i) Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to the Other NEOs, (ii) the Company’s total shareholder return (“TSR”) over the Measurement Period, and (iii) the Peer Group TSR over the Measurement Period. Company Cumulative TSR Versus Peer Group TSR Versus CEO and Average Other NEO Compensation Actually Paid Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between: (i) Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to the Other NEOs and (ii) our Net Income over the Measurement Period: Company CEO and Average Other NEO Compensation Actually Paid Versus Net Income Relationship Between Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between: (i) Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to the Other NEOs and (ii) our Adjusted EBITDA over the Measurement Period. Company CEO and Average Other NEO Compensation Actually Paid Versus Adjusted EBITDA Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our NEOs for 2025 to Company performance. For more information about these measures, see “Compensation Discussion and Analysis—What Is Rewarded.” The measures in these tables are not ranked.
Pay Versus Performance
| Most Important Financial Performance Measures for 2025 | | Adjusted EBITDA | | Non-GAAP Net Income | | Adjusted Return on Invested Capital | | Adjusted Free Cash Flow |
Director Compensation
Director Compensation Our Board sets the compensation for the Company’s non-employee directors. In connection with our IPO in October 2024, our Board approved a non-employee director compensation policy that applies to all of our non-employee directors (other than any member of the Board affiliated with Platinum). The Compensation Committee reviewed this policy in November 2025 and did not recommend any changes. This compensation policy provides that each such non-employee director receives the following compensation for service on our Board:
Director Compensation
| ● | Annual cash retainer of $100,000 for each non-employee director, paid in quarterly installments; |
Director Compensation
| ● | Additional cash retainer for the Chair of the Audit Committee of $35,000 for service as chairperson of the Audit Committee, paid in quarterly installments; |
Director Compensation
| ● | An annual restricted stock unit award to be granted on the date of the Company’s annual meeting of stockholders with a grant date value of $185,000, with all of the shares of our Common Stock subject to the award vesting on the earlier of either the date of the Company’s next annual meeting of stockholders or the one-year anniversary of the date of the grant. |
Director Compensation
We will also reimburse our directors for reasonable and necessary out-of-pocket expenses incurred in attending board and committee meetings or performing other services for us in their capacities as directors.
Director Compensation Table
Director Compensation Table The following table summarizes the compensation paid to the Company’s non-employee directors for Fiscal Year 2025. Craig Ashmore became eligible to receive non-employee director compensation effective March 1, 2026.
Director Compensation Table
| | Fees Earned or | Stock Awards | | | Name | Paid in Cash ($) | ($)(1) (2) | Total ($) | | Alain Monié | 100,000 | 184,993 | 284,993 | | Felicia Alvaro | 135,000 | 184,993 | 319,993 | | Jakki Haussler | 100,000 | 184,993 | 284,993 | | Leslie Heisz | 100,000 | 184,993 | 284,993 | | Sharon Wienbar | 100,000 | 184,993 | 284,993 |
Director Compensation Table
| (1) The non-employee directors listed in the table above held the following aggregate number of unvested RSUs as of the end of Fiscal Year 2025: |
Director Compensation Table
| | Number of Shares | | | Subject to Unvested | | Name | RSUs (#) | | Alain Monié | 9,615 | | Felicia Alvaro | 9,615 | | Jakki Haussler | 9,615 | | Leslie Heisz | 9,615 | | Sharon Wienbar | 9,615 |
Director Compensation Table
| (2) Represents 9,615 RSUs granted under the 2024 Plan on June 4, 2025, based on the closing price as of June 3, 2025 of $19.24 per unit; this was the price used to determine the number of shares to grant the target value of $185,000. |