DEF 14A of Ingram Micro Holding Corp, Apr 17, 2025

DEF 14A of Ingram Micro Holding Corp

Filed Apr 17, 2025 · FY20240001558370-25-004959

Open on EDGAR

  1. 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 I, Craig Ashmore, Christian Cook, Leslie Heisz, and Alain Monié, whose term of office expires at the 2025 Annual Meeting and whom the Board has nominated for reelection. If reelected, the nominees will serve until the 2028 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 April 17, 2025, committee memberships, and class for each of the director nominees and continuing directors.

  2. Proposal 1: Election of Directors

    | | | | Committee Memberships | | | | | | Name | Age | Independent | AC | CC | NCGC | Class | Term | | Craig Ashmore | 62 | | | | | Class I Director Nominees | Expiring at the 2028 Annual Meeting | | Christian Cook | 54 | | | | • | | | | Leslie Heisz | 64 | • | • | • | | | | | Alan Monié | 74 | | | | | | | | Bryan Kelln | 59 | | | • | | Class II Continuing Directors | Expiring at the 2026 Annual Meeting | | Mary Ann Sigler | 70 | | | • | | | | | Sharon Wienbar | 63 | • | • | • | | | | | Eric Worley | 54 | | | | • | | | | Felicia Alvaro | 64 | • | C | | | Class III Continuing Directors | Expiring at the 2027 Annual Meeting | | Paul Bay | 55 | | | | | | | | Jakki Haussler | 67 | • | | | • | | | | Jacob Kotzubei | 56 | | | C | | | | | Matthew Louie | 47 | | | | C | | |

  3. 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.

  4. 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

  5. Biographies of Nominees for Election to New Three-Year Terms that will Expire in 2028

    Biographies of Nominees for Election to New Three-Year Terms that will Expire in 2028

  6. Craig Ashmore

    Craig Ashmore

  7. Craig Ashmore

    | Director since October 2024 | Committee(s) None | Other Public Company Boards Current: None Past 5 Years: None |

  8. Craig Ashmore

    Mr. Ashmore joined Platinum Advisors in 2014. Mr. Ashmore is currently a Managing Director at the firm and is responsible for senior level business development activities focused on identifying new acquisition opportunities. Prior to joining Platinum Advisors, 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’s degree in Business Administration 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.

  9. Christian Cook

    Christian Cook

  10. Christian Cook

    | Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: None Past 5 Years: None |

  11. 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.

  12. Leslie Heisz

    Leslie Heisz

  13. 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) |

  14. 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. 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.

  15. Alain Monié, Chairperson of the Board

    Alain Monié, Chairperson of the Board

  16. Alain Monié, Chairperson of the Board

    | Director since October 2024 | Committee(s) None | Other Public Company Boards Current: AES Corporation Past 5 Years: Expeditors International of Washington, Inc. (until 2020) |

  17. 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.

  18. 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 2025 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”).

  19. CLASS II Directors (with Terms Expiring in 2026)

    CLASS II Directors (with Terms Expiring in 2026)

  20. Bryan Kelln

    Bryan Kelln

  21. 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); Key Energy (until 2020) |

  22. 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 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 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.

  23. Mary Ann Sigler

    Mary Ann Sigler

  24. Mary Ann Sigler

    | Director since July 2021 | Committee(s) Compensation | Other Public Company Boards Current: None Past 5 Years: Ryerson Holding Corporation (until 2024) |

  25. 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.

  26. Sharon Wienbar

    Sharon Wienbar

  27. 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) |

  28. 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.

  29. Eric Worley

    Eric Worley

  30. Eric Worley

    | Director since October 2024 | Committee(s) Nominating and Corporate Governance | Other Public Company Boards Current: None Past 5 Years: None |

  31. 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, director and member of the operating council 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.

  32. CLASS III Directors (with Terms Expiring in 2027)

    CLASS III Directors (with Terms Expiring in 2027)

  33. Felicia Alvaro

    Felicia Alvaro

  34. Felicia Alvaro

    | Director since October 2024 | Committee(s) Audit (Chair) | Other Public Company Boards Current: None Past 5 Years: Cornerstone OnDemand (until 2021) |

  35. 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.

  36. Jakki Haussler

    Jakki Haussler

  37. 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) |

  38. 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.

  39. Jacob Kotzubei

    Jacob Kotzubei

  40. Jacob Kotzubei

    | Director since October 2024 | Committee(s) Compensation (Chair) | Other Public Company Boards Current: Ryerson Holding Corporation; Vertiv Holdings Past 5 Years: Key Energy (until 2022); Verra Mobility (until 2021); KEMET (until 2020) |

  41. 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 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.

  42. Matthew Louie

    Matthew Louie

  43. Matthew Louie

    | Director since October 2024 | Committee(s) Nominating and Corporate Governance (Chair) | Other Public Company Boards Current: Vertiv Holdings Past 5 Years: None |

  44. 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’s degree in Business Administration 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.

  45. Stockholder Nominees for Directors

    Stockholder Nominees for Directors Stockholders may recommend a director nominee to the Nominating and Corporate Governance Committee for election at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”). Stockholders may nominate director candidates in writing by following the notice procedures and providing the information required by our Bylaws, which includes delivering a notice to the Secretary of the Company at 3351 Michelson Drive, Suite 100 Irvine, CA, 92612, not earlier than the close of business on the 120th day prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders nor later than the close of business on the 90th day prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders. If the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, or if no annual meeting was held in the preceding year (other than for purposes of the Company’s first annual meeting) such stockholder’s notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of (i) the 10th day following the day the public announcement of the annual meeting is first made or (ii) the 90th day prior to the date of the annual meeting. Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than April 6, 2026. Such notice shall include the information required by our Bylaws as well as the following information for each nominee:

  46. Stockholder Nominees for Directors

    | ● | Name, age, business address, and residence address; |

  47. Stockholder Nominees for Directors

    | ● | Principal occupation or employment (present and for the past five years); |

  48. Stockholder Nominees for Directors

    | ● | Stock ownership information for such person and any member of the immediate family of such person, or any affiliate or associate of such person; |

  49. Stockholder Nominees for Directors

    | ● | Complete and accurate description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings between or among the nominating stockholders and each proposed nominee; and |

  50. Stockholder Nominees for Directors

    | ● | Any other information that must be disclosed about director nominees in proxy solicitations under Regulation 14A of the Exchange Act. |

  51. Stockholder Nominees for Directors

    The Nominating and Corporate Governance Committee will evaluate each director nominee in accordance with the same processes regardless of the source of the nomination and if appropriate, make recommendations to the board of the director nominees for selection.

  52. Executive and Director Compensation

    Executive and Director Compensation

  53. 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 performance, as well as individual performance. The Company’s 2024 non-GAAP EBITDAR performance, $1,300.8 million, was above the non-GAAP EBITDAR threshold, $1,198.5 million, and below the non-GAAP EBITDAR target, $1,410.0 million, which resulted in the funding of the pool for the Fiscal Year 2024 EIP (the “EIP Pool”) at 74.19%. The EIP Pool was further distributed to plan participants, including each participating NEO, individually taking into consideration their contribution to the strategic plan, as well as achievement of annual goals and individual performance considerations. The individual payments to our CEO and the other NEOs (other than Mr. Monié who was not eligible for the EIP with respect to Fiscal Year 2024) are discussed further below and were each approximately 76% of the respective NEO’s target annual EIP incentive (including the management-by-objective (“MBO”) portion). |

  54. Executive Summary

    | ● | Equity Awards and Prior Participation Plan. At the time of our IPO, our NEOs were granted restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) under our 2024 Stock Incentive Plan (the “2024 Plan”). Prior to our adoption of the 2024 Plan, the Ingram Micro Holding Corporation (formerly Imola Holding Corporation) 2021 Participation Plan (the “Participation Plan”) was the long-term incentive program used to incentivize key associates, including our NEOs (other than Mr. Monié), from 2021 until the IPO in October 2024. Prior to the IPO, the Participation Plan was terminated by the Board, and our NEOs were granted the RSUs and PSUs. The granted PSUs have the same performance vesting conditions as the performance-vested units under the terminated Participation Plan. |

  55. Executive Summary

    Focus on Long-Term Value Creation At executive management levels, compensation focuses on long-term shareholder 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. The units granted under our Participation Plan in July 2021 represented a significant portion of long-term compensation payable to our NEOs (other than Mr. Monié) upon achieving certain performance requirements. At the time of the IPO, such performance requirements under the Participation Plan had not been satisfied, and the Participation Plan was canceled, contingent upon the completion of the IPO. The RSUs and PSUs granted under the 2024 Plan in connection with the IPO are subject to, with respect to the RSUs, multi-year vesting conditions and, with respect to the PSUs, the achievement of certain financial targets to align our NEOs’ interests with those of Platinum. A portion of the RSUs granted to our NEOs vested immediately upon the IPO in recognition of our NEOs’ efforts in completing the IPO, a significant milestone for the Company. Pay-for-Performance and CEO Compensation We emphasize pay-for-performance with performance-based compensation, including annual EIP awards, PSUs granted under the 2024 Plan, and the prior 2021 Participation Plan awards. At the time Fiscal Year 2024 compensation decisions were made in early 2024, the Participation Plan had been in place for three years and progress had been made toward achieving the requisite performance thresholds. Because no new long-term incentive compensation awards were granted, performance-based compensation for Fiscal Year 2024 was intended to be limited to the EIP, which constituted 71% of our CEO’s total target annual cash compensation and 46% to 55% of each of our other NEO’s total target annual cash compensation for 2024, excluding Mr. Monié who was not eligible to participate in the EIP in 2024. In connection with the IPO, later in the year, the RSU and PSU grants were made to the NEOs, excluding Mr. Monié, after the Participation Plan and the awards thereunder had been canceled. Focus on Best Practices Our leadership team and Board, and our Board and Compensation Committee following our IPO, periodically examine our executive compensation practices in an effort to align them with best practices and evolving trends. For example (and as described further below):

  56. Executive Summary

    | ● | We maintain clawback policies that provide for the repayment of incentive and/or severance compensation in appropriate circumstances, including a clawback policy as required by the final Dodd-Frank Rules and the applicable SEC and NYSE exchange listing requirements; |

  57. Executive Summary

    | ● | Awards under our short-term and long-term incentive plans are capped to limit “windfalls;” |

  58. Executive Summary

    | ● | None of the NEOs has an employment agreement; however, Mr. Monié was party to a transition agreement as further discussed in “Mr. Monié Transition Agreement” below; |

  59. Executive Summary

    | ● | The Board (and/or the Compensation Committee, as applicable) has retained and will consult with its independent outside compensation consultants on a regular basis and has sole discretion to engage or terminate its compensation consultants and other advisors; |

  60. Overall Design and Rewards of the Executive Compensation Program

    | Annual Executive Incentive Program, including the Strategic Objectives thereunder | Provides incentives to focus our NEOs on the actions necessary to achieve the approved 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. | | Equity-Based Long-Term Incentive Award Program | Performance metrics align the performance goals of our NEOs with those of our stockholders to increase value. Rewards stock price appreciation and ties wealth accumulation to performance. | RSU and PSU grants upon the IPO were made in part to reward our NEOs for consummation of the IPO and to further incentivize shareholder value creation. | | Participation Plan | Tie NEO long-term incentive compensation solely to Platinum’s achievement of certain multiples of invested capital. The Participation Plan and all awards under the plan were terminated prior to the IPO. | No grants were made under this program to any NEO since the initial awards in 2021. This was a long-term incentive program using time-vested and performance-based units, with performance-vested awards subject to achievement of shareholder profit and multiple of invested capital (“MOIC”) gains. | | Benefits and Perquisites | Provide 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. |

  61. Overall Design 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. |

  62. Overall Design and Rewards of the Executive Compensation Program

    | ● | In late 2023, our Board engaged Compensia, an outside executive compensation consultant, to review the comparator peer group they had previously assisted us in selecting and to confirm whether any modifications were necessary or advisable for Fiscal Year 2024. The peer group consisted of the following group of 17 publicly traded companies, with one company, GXO Logistics, being removed from the prior peer group due to the Company’s divestiture of the business that had competed with GXO Logistics. |

  63. Overall Design and Rewards of the Executive Compensation Program

    | ● | Compensia was also engaged in late 2023 to benchmark NEO compensation against SEC filings of the peer group and the Radford Global Compensation Database including public and private U.S. companies with annual revenues between $12.5 billion and $50 billion. |

  64. Overall Design 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 introduction of the Participation Plan awards in 2021, we ceased granting new awards to the NEOs under the then-existing cash-based long-term incentive programs. At the time Fiscal Year 2024 compensation decisions were made, new performance-based compensation awards were limited to the EIP for Fiscal Year 2024 and constituted 71% of our CEO’s total target annual cash compensation and 46% to 55% of each of our other NEO’s 2024 total target annual cash compensation, excluding Mr. Monié who was not eligible for the EIP for Fiscal Year 2024. This performance-based compensation did not include the potential value of units granted under the terminated Participation Plan in 2021 or the RSUs and PSUs granted to our NEOs in connection with the IPO. The valuation of the RSUs and PSUs granted in connection with the IPO in October 2024 is explained in further detail later in this “Compensation Discussion and Analysis.” |

  65. What is Rewarded

    | Metric | Definition | Why Selected | Pay Programs | | Non-GAAP EBITDAR | Non-GAAP foreign exchange neutral (FXN) earnings before interest, taxes, depreciation, amortization and restructuring or other similar costs as defined by management and approved by the Board. | Performance metrics align the long-term goals of our executives with those of our owners to increase value. | Annual Executive Incentive Program | | Multiple of Invested Capital | MOIC measures the total of the return on invested capital achieved by Platinum relative to the total of all capital or other contributions made by Platinum upon a “Qualifying Event.” | Ties NEO long-term incentive compensation to the achievement of certain returns for Platinum, incentivizing shareholder value creation. | PSUs under the 2024 Plan Terminated Participation Plan Awards |

  66. Elements of Compensation

    Elements of Compensation The elements of NEO compensation (other than with respect to Mr. Monié) are annual base salary, annual bonus, equity-based long-term incentive awards (granted in connection with the IPO), Participation Plan grants (granted in 2021 and canceled prior to the IPO), and benefits. The mix and proportion of these elements to total compensation are benchmarked annually against the survey and peer group data for each NEO. The CEO, following consultation with outside executive compensation advisors and with approval from the Board, 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 is expected to request, and prior to the IPO, the Board requested, that the Company engage an outside compensation consultant to review all components of pay for the NEOs each year and to compare each NEO’s pay to the pay of similar roles at our peer group companies. The CEO and EVP HR, along with the outside compensation consultant, review the report with the Compensation Committee (and prior to the IPO reviewed the report with the Board) along with each NEO’s scope of responsibilities within the organization, the CEO’s personal assessment of the NEO’s performance and overall contribution to the achievement of our short-term and long-term objectives, the NEO’s performance in relation to individual performance objectives established during the PMP, the NEO’s experience, pay history, current salary versus market information, internal equity considerations and our overall company performance in making any decisions or recommendations, as applicable, regarding any changes to base salaries of the NEOs. There is no set formula or weighting assigned to these factors. In March 2024, the Board reviewed compensation market data provided by Compensia, the current economic conditions, the Company’s financial performance, and individual performance in order to evaluate any appropriate base salary changes for the NEOs as well as other direct reports to the CEO. Based on the CEO’s recommendation, the Board decided to delay changes to components of compensation for the CEO as well as other NEOs until market conditions improved. No changes to NEO base salaries were subsequently made by the Board for Fiscal Year 2024. Our CEO’s salary is determined by the Board based on a review of his overall performance, market data on competitive compensation levels for CEOs prepared by our outside compensation consultant, proxy information for direct competitors, as well as our overall performance. Like with our other NEOs, there is no set formula or weighting assigned to these factors. The Board approved no change to our CEO’s base salary in 2024. The following chart shows the base salaries for 2024.

  67. Elements of Compensation

    2024 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 2024, each NEO (other than Mr. Monié) had a cash incentive target, as a percentage of base salary, that was approved by the Board, as set forth in the table below. The percentage approximates the median market practice of comparable positions based on the data from our comparator peer group (see “Design Principles” above).

  68. 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 | | | 2024 | 2024 | 2024 | | Paul Bay | 200% | 40% | 240% | | Michael Zilis | 100% | 20% | 120% | | Scott Sherman | 70% | 14% | 84% | | Augusto Aragone | 70% | 14% | 84% | | Alain Monié(1) | —% | —% | —% |

  69. Elements of Compensation

    The CEO, in consultation with the CFO, recommended to the Board that non-GAAP EBITDAR be utilized to determine the level of funding of the EIP Pool for Fiscal Year 2024 under the EIP. The Board approved the selected metric and the specific non-GAAP EBITDAR 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. Awards to our CEO, other NEOs, and other EIP-eligible executives would be paid from the EIP Pool only upon achievement of actual non-GAAP EBITDAR equal to at least 85% of the expected non-GAAP EBITDAR set forth in the Fiscal Year 2024 annual operating plan (the “2024 AOP”), with threshold funding at 50% of target upon achievement of such threshold non-GAAP EBITDAR performance. The EIP Pool would fund at target if the company were to achieve the target non-GAAP EBITDAR of $1,410.0 million set forth in the 2024 AOP. Maximum funding of the EIP Pool (at 200%) would be achieved if actual non-GAAP EBITDAR were to exceed the 2024 AOP’s non-GAAP EBITDAR target by 25%. The MBO component of the annual incentive was capped at the target percentage and 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 for himself, and discretion of the Compensation Committee for the CEO. The actual non-GAAP EBITDAR for Fiscal Year 2024 was $1,300.8 million, which resulted in 74.19% funding of the EIP Pool for the EIP in 2024. 2024 Achievement Against Established Financial Targets

  70. Elements of Compensation

    RSU and PSU Grants Under the 2024 Stock Incentive Plan In connection with the IPO, 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. In connection with the IPO, the Board made RSU and PSU awards to the NEOs under the 2024 Plan. These RSU and PSU awards were intended to incentivize the NEOs to achieve performance goals identical to those under which they would have received payouts under the Participation Plan, if it had not been canceled.

  71. Elements of Compensation

    | ● | RSUs: A grant of RSUs was made to each of the NEOs, with the exception of Mr. Monié, on October 23, 2024. A portion of the RSUs granted to our NEOs (approximately 60% of the total number of shares subject to the RSU award) vested on the first trading day of our Common Stock on the NYSE and the remaining RSUs will vest over a three (3) year period subject to the executive’s continuous service with us, or, if earlier, upon a “qualifying event,” whereby the MOIC (as defined above, the return on invested capital achieved by Platinum as compared with the total of all capital or other contributions made by Platinum) is two and one-half times. |

  72. Elements of Compensation

    | ● | PSUs: A grant of PSUs was made to each of the NEOs, with the exception of Mr. Monié, on October 23, 2024. One-half of the PSUs will vest upon a “qualifying event,” whereby the MOIC is two times, and the remaining one-half will vest upon a “qualifying event” whereby the MOIC is two and one-half times, in each case, except in certain circumstances as specified in the award agreement, subject to the executive’s continuous service with us through such qualifying event. For purposes of the PSUs and the applicable RSUs, a “qualifying event” means either: (1) a “Qualifying Sale Event,” which is generally defined as a sale of (a) some or all of the stock of the Company by Platinum, including in connection with an IPO (but excluding a sale of stock by the Company), or (b) all or substantially all of the assets of the Company, the proceeds of which sale are distributed to our stockholders (including Platinum) in a Qualifying Distribution Event (as defined below), and (2) a “Qualifying Distribution Event,” which is generally defined as a cash dividend to our stockholders. |

  73. Elements of Compensation

    | ● | Timing of Grants: 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, no equity awards were granted to our NEOs during Fiscal Year 2024. Consequently, the Company does not have a policy or practice regarding the timing of stock option grants. |

  74. 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”). We have determined that this plan will assist us in motivating and retaining our key executives. 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 (excluding Mr. Monié) participates in the CIC Plan. In the event 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 our change in control, subject to the participant’s execution of a release and restrictive covenant agreement satisfactory to us, 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. 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 for any tax gross-up to participants. For the avoidance of doubt, Platinum’s sale of shares in the IPO or 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 other than Mr. Monié) 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 anticipates reviewing these policies in 2025.

  75. 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 Year 2023 and 2024.

  76. Summary Compensation Table

    | | | | | | Non-Equity | | | | | | | | | Incentive | | | | | | | | Stock | Plan | All Other | | | | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Paul Bay | 2024 | 918,000 | 900,000 | 13,929,018 | 1,670,760 | 45,225 | 17,463,003 | | Chief Executive Officer | 2023 | 913,562 | — | — | 2,099,914 | 39,267 | 3,052,743 | | Michael Zilis | 2024 | 830,180 | 168,750 | 10,454,302 | 757,125 | 25,468 | 12,235,825 | | Chief Financial Officer | 2023 | 824,218 | — | — | 942,329 | 39,519 | 1,806,065 | | Scott Sherman | 2024 | 618,000 | 112,500 | 7,542,780 | 394,532 | 20,123 | 8,687,935 | | Executive Vice President, Human Resources | 2023 | 613,562 | — | — | 491,040 | 20,838 | 1,125,440 | | Augusto Aragone | 2024 | 618,000 | 112,500 | 6,788,479 | 394,532 | 20,747 | 7,934,258 | | Executive Vice President, Secretary & General Counsel | 2023 | 613,562 | — | — | 491,040 | 21,271 | 1,125,873 | | Alain Monié(1) | 2024 | 189,615 | — | 2,184,996 | — | 2,548 | 2,377,159 | | Former Executive Chairman | 2023 | 811,500 | — | 1,800,000 | — | 20,779 | 2,632,279 |

  77. Summary Compensation Table

    | (1) Mr. Monié, who retired as an executive officer and employee of the Company effective October 24, 2024, in connection with the IPO, thereafter began receiving compensation as a non-employee director. In accordance with Item 402(c) of Regulation S-K, this table includes compensation received by Mr. Monié during Fiscal Year 2024 as a non-employee director, in addition to the compensation he received during Fiscal Year 2024 as an employee of the Company. The “Salary” amount for Fiscal Year 2024 includes retainer fees of $25,000 which Mr. Monié received as a non-employee director following his retirement. The “Stock Awards” amount for Fiscal Year 2024 includes the grant date fair value of 90,909 RSUs, which Mr. Monié received in connection with the IPO pursuant to his transition agreement, and 8,409 RSUs which he received as a non-employee director at the time of the IPO, as described in footnotes 4 and 5 of the “Grants of Plan-Based Awards Table” below. |

  78. Summary Compensation Table

    | (2) 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 is subject to each executive officer’s execution of an agreement that requires 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. |

  79. Summary Compensation Table

    | (3) The 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 October 23, 2024, without regard to estimated forfeiture rates. Awards granted during Fiscal Year 2024 include RSUs, which are subject to time-based vesting conditions, and for all NEOs except Mr. Mr. Monié, PSUs, which are subject to time-based and market-based vesting conditions. For RSUs, the grant date fair value is calculated by multiplying the Company’s stock price on the date of grant by the number of shares underlying the RSU award. For PSUs, the grant date fair value is calculated assuming the probable outcome of the market conditions on the date of grant (which is also the highest level of performance) and using a Monte Carlo simulation model. For additional information regarding the valuation assumptions and methodology used to determine such amounts, please see Note 2, “Significant Accounting Policies,” and Note 10, “Employee Awards,” to our audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for Fiscal Year 2024 (the “2024 Form 10-K”). |

  80. Summary Compensation Table

    | (4) This column represents the payment of the EIP for the applicable fiscal year (including the MBO portion). |

  81. Summary Compensation Table

    | (5) The amounts in this column for Fiscal Year 2024 are itemized in the following “All Other Compensation Table – Fiscal Year 2024”: |

  82. Summary Compensation Table

    All Other Compensation Table – Fiscal Year 2024

  83. 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 | 8,625 | 17,389 | 19,211 | 45,225 | | Michael Zilis | 8,625 | 16,843 | — | 25,468 | | Scott Sherman | 8,625 | 11,498 | — | 20,123 | | Augusto Aragone | 8,625 | 12,122 | — | 20,747 | | Alain Monié | 2,548 | — | — | 2,548 |

  84. Summary Compensation Table

    | (A) Represents executive perquisites and benefits exceeding $10,000 in the aggregate, which for Mr. Bay consisted of (i) the incremental cost to the company of the executive’s spouse’s travel to and required attendance at business events ($16,161), (ii) an executive physical examination ($2,700), and (iii) long-term disability insurance premiums ($350). |

  85. 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 2024.

  86. 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 | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Paul Bay | | 918,000 | 2,203,200 | 4,039,200 | | | | | | | | 10/23/2024 | | | | 176,674 | — | 353,349 | | 6,155,340 | | | 10/23/2024(3) | | | | | | | 353,349 | 7,773,678 | | Michael Zilis | | 415,090 | 996,216 | 1,826,396 | | | | | | | | 10/23/2024 | | | | 132,601 | — | 265,203 | | 4,619,836 | | | 10/23/2024(3) | | | | | | | 265,203 | 5,834,466 | | Scott Sherman | | 216,300 | 519,120 | 951,720 | | | | | | | | 10/23/2024 | | | | 95,672 | — | 191,344 | | 3,333,212 | | | 10/23/2024(3) | | | | | | | 191,344 | 4,209,568 | | Augusto Aragone | | 216,300 | 519,120 | 951,720 | | | | | | | | 10/23/2024 | | | | 86,104 | — | 172,209 | | 2,999,881 | | | 10/23/2024(3) | | | | | | | 172,209 | 3,788,598 | | Alain Monié | 10/23/2024(4) | | | | | | | 90,909 | 1,999,998 | | | 10/23/2024(5) | | | | | | | 8,409 | 184,998 |

  87. Grants of Plan-Based Awards Table

    | (1) Represents incentive awards under the EIP for Fiscal Year 2024. The actual 2024 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—2024 Annual Executive Incentive Program.” |

  88. Grants of Plan-Based Awards Table

    | (2) Represents the PSUs granted under the 2024 Plan on October 23, 2024. Since 50% of the award vests upon achievement of one metric and the remainder vests if the other metric is met or exceeded, there are no units listed under the “target” column. The average grant date fair value for these awards, calculated in accordance with FASB ASC 718, is $17.42 per unit. The PSUs will vest upon the achievement of specified returns on invested capital by Platinum, as set forth in footnote 3 of the “Outstanding Equity Awards at Fiscal Year End Table” below. |

  89. Grants of Plan-Based Awards Table

    | (3) Represents RSUs granted under the 2024 Plan on October 23, 2024, with a grant date fair value, calculated in accordance with FASB ASC 718, of $22.00 per unit. A portion of the RSUs vested on the first trading day of our Common Stock on the NYSE (Mr. Bay: 212,009 shares; Mr. Zilis: 159,121 shares; Mr. Sherman: 114,806 shares; Mr. Aragone: 103,325 shares). The remaining RSUs will vest over a three (3) year period (or, if earlier, upon the achievement of specified returns on invested capital by Platinum), as set forth in footnote 2 of the “Outstanding Equity Awards at Fiscal Year End Table” below. |

  90. Grants of Plan-Based Awards Table

    | (4) Represents RSUs granted to Mr. Monié, pursuant to his transition agreement, under the 2024 Plan on October 23, 2024, with a grant date fair value, calculated in accordance with FASB ASC 718, of $22.00 per unit. These RSUs vested in full on the first trading day of our Common Stock on the NYSE. |

  91. Grants of Plan-Based Awards Table

    | (5) Represents RSUs granted to Mr. Monié as a non-employee director under the 2024 Plan on October 23, 2024, with a grant date fair value, calculated in accordance with FASB ASC 718, of $22.00 per unit. The RSUs will vest in full on October 23, 2025, the first anniversary of the grant date. |

  92. 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.

  93. 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 2024.

  94. 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) | 141,340 | 2,768,851 | | | | (3) | | | 176,674 | 3,461,044 | | Michael Zilis(2) | 106,082 | 2,078,146 | | | | (3) | | | 132,601 | 2,597,654 | | Scott Sherman(2) | 76,538 | 1,499,379 | | | | (3) | | | 95,672 | 1,874,214 | | Augusto Aragone(2) | 68,884 | 1,349,438 | | | | (3) | | | 86,104 | 1,686,777 | | Alain Monié(4) | 8,409 | 164,732 | | |

  95. Outstanding Equity Awards at Fiscal Year End Table

    | (1) All values are based on a price $19.59 per share, which was the closing sale price of the Company’s Common Stock on the NYSE on December 27, 2024, the last trading day of Fiscal Year 2024. |

  96. 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 accelerated vesting in the event that the return on invested capital achieved by Platinum is two and one-half times the total of all capital or other contributions made by Platinum, as described further above in “Compensation Discussion and Analysis—RSU and PSU Grants Under the 2024 Stock Incentive Plan.” |

  97. 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. As described above in “Compensation Discussion and Analysis—RSU and PSU Grants Under the 2024 Stock Incentive Plan,” 50% of the PSU award will vest in the event that the return on invested capital achieved by Platinum is two times the total of all capital or other contributions made by Platinum and the remainder of the PSU award will vest in the event that the return on invested capital achieved by Platinum is two and one-half times the total of all capital or other contributions made by Platinum. |

  98. Outstanding Equity Awards at Fiscal Year End Table

    | (4) Represents shares issuable under an RSU award granted on October 23, 2024, under the 2024 Plan. The RSU award vests in full on October 23, 2025, the first anniversary of the grant date. |

  99. Stock Vested Table

    Stock Vested Table The following table summarizes the NEOs’ stock award vesting activity during Fiscal Year 2024.

  100. Stock Vested Table

    | | Stock Awards | | | | Number of Shares or Units of | Market Value Realized on | | Name | Stock Acquired on Vesting (#) | Vesting ($) (1) | | Paul Bay | 212,009 | 4,664,198 | | Michael Zilis | 159,121 | 3,500,662 | | Scott Sherman | 114,806 | 2,525,732 | | Augusto Aragone | 103,325 | 2,273,150 | | Alain Monié | 90,909 | 1,999,998 |

  101. Stock Vested Table

    | (1) Each of these units vested in full on the first trading day of our Common Stock on the NYSE. The value realized upon vesting is determined by multiplying the number of shares underlying the stock awards that vested by $22.00, the IPO price. |

  102. 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 the period indicated.

  103. 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 | 2024 ($) | 2024 ($) (1) | 2024 ($) | 2024 ($) (2) | 2024 ($) | | Paul Bay | Supplemental Plan | 196,796 | 17,389 | 612,491 | — | 3,524,784 | | Michael Zilis | Supplemental Plan | 720,219 | 16,843 | 923,363 | — | 7,860,409 | | Scott Sherman | Supplemental Plan | 30,900 | 11,498 | 40,147 | 61,653 | 265,393 | | Augusto Aragone | Supplemental Plan | 246,360 | 12,122 | 153,164 | 1,413 | 1,777,508 | | Alain Monié | Supplemental Plan | — | — | 1,728,403 | — | 13,453,032 |

  104. 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 and deferrals from bonus amounts earned during such calendar year but paid in the following calendar year. Executive contributions for 2024 include deferrals from base salary in respect of Fiscal Year 2024 (reported in the “Salary” column of the “Summary Compensation Table”) and may also include bonus amounts earned in 2023 but paid in 2024 (reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for Fiscal Year 2023). 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 the Code limits in the 401(k) Plan. For the 2024 plan year, we made an employer match in the first quarter of 2025 equal to 50% of the deferrals up to 5% of eligible compensation, reduced by the 2024 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 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 |

  105. Nonqualified Deferred Compensation Table

    | 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.” |

  106. Nonqualified Deferred Compensation Table

    | (2) During 2024, under the Supplemental Plan, Mr. Sherman and Mr. Aragone received lump sum distributions as noted in the table based on their initial deferral elections which provided for an in-service distribution. |

  107. 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 which require that we provide payments and benefits to the NEOs (other than Mr. Monié) 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 28, 2024 (and therefore the cash incentive award would be considered “earned”) and/or that the change in control occurred on December 28, 2024, as applicable.

  108. 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 IPO grant. Outstanding RSUs will become fully vested. Outstanding PSUs 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. | None |

  109. 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. | None; see treatment under CIC row above. | We will pay or provide (A) a lump sum payment equal to 2.5 times for the CEO (or 2 times for the other NEOs and EVPs (except Mr. Monié): 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 cost of $50,000. | | Termination for Cause | None | None | None | | Voluntary Termination | Any earned payment based on actual 2024 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 |

  110. 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 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. | 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 and capped at 24 for the CEO and 18 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 cost of $20,000. | | Death or Disability | Any earned payment based on actual 2024 performance under the terms of the EIP. | RSUs will immediately vest. RSUs and PSUs 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. | None |

  111. 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) | | Voluntary Termination for Good Reason (not under CIC) | Any earned payment based on actual 2024 performance under the terms of the EIP. | RSUs and PSUs 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. | None |

  112. 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 27, 2024, the business day preceding the last day of our Fiscal Year 2024) 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. |

  113. 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. |

  114. 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. |

  115. Potential Payments Upon Termination or Change in Control

    The following table summarizes the payments and benefits that would be made to the NEOs, with the exception of Mr. Monié, as of December 28, 2024, in the applicable circumstances noted in the table. For purposes of this analysis, we assumed:

  116. 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 28, 2024; |

  117. 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 28, 2024; and |

  118. 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 28, 2024. |

  119. Potential Payments Upon Termination or Change in Control

    Mr. Monié entered into a transition agreement, the material terms of which have been summarized above under “Compensation Discussion and Analysis—Mr. Monié Transition Agreement.” Mr. Monié’s employment terminated on October 24, 2024. With the exception of the RSU grant on October 23, 2024, as described in additional detail in the footnotes to the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table,” Mr. Monié was not eligible for any payments of compensation or benefits upon his termination of employment, pursuant to his transition agreement. As a result, he is not reflected in the table below. In addition, the vesting of one hundred percent of the RSUs that Mr. Monié received in connection with his appointment to our Board will accelerate if his engagement on our Board is terminated due to a death or disability or if there is a change in control, merger, or other transaction in connection with which the RSU is not assumed or substituted with an equivalent award by the successor. The value of the RSUs as of December 28, 2024, was equal to $164,732.

  120. 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) | — | 2,768,851 | — | — | — | 2,768,851 | | CIC Termination | 2,203,200 | 2,768,851 | 7,803,000 | 19,379 | 50,000 | 12,844,430 | | Voluntary Termination (with or without Good Reason) | 1,670,760 | — | — | — | — | 1,670,760 | | Involuntary Not for Cause Termination | 1,670,760 | — | 3,641,400 | 22,609 | 20,000 | 5,354,769 | | Death/Disability | 1,670,760 | 2,768,851 | — | — | — | 4,439,611 | | Michael Zilis | | | | | | | | CIC (Without Termination) | — | 2,078,146 | — | — | — | 2,078,146 | | CIC Termination | 996,216 | 2,078,146 | 3,652,792 | 15,786 | 50,000 | 6,792,940 | | Voluntary Termination (with or without Good Reason) | 757,125 | — | — | — | — | 757,125 | | Involuntary Not for Cause Termination | 757,125 | — | 2,739,594 | 23,678 | 20,000 | 3,540,397 | | Death/Disability | 757,125 | 2,078,146 | — | — | — | 2,835,271 | | Scott Sherman | | | | | | | | CIC (Without Termination) | — | 1,499,379 | — | — | — | 1,499,379 | | CIC Termination | 519,120 | 1,499,379 | 2,274,240 | 16,402 | 50,000 | 4,359,141 | | Voluntary Termination (with or without Good Reason) | 394,532 | — | — | — | — | 394,532 | | Involuntary Not for Cause Termination | 394,532 | — | 1,137,120 | 16,402 | 20,000 | 1,568,054 | | Death/Disability | 394,532 | 1,499,379 | — | — | — | 1,893,911 | | Augusto Aragone | | | | | | | | CIC (Without Termination) | — | 1,349,438 | — | — | — | 1,349,438 | | CIC Termination | 519,120 | 1,349,438 | 2,274,240 | 27,516 | 50,000 | 4,220,314 | | Voluntary Termination (with or without Good Reason) | 394,532 | — | — | — | — | 394,532 | | Involuntary Not for Cause Termination | 394,532 | — | 1,516,160 | 36,688 | 20,000 | 1,967,380 | | Death/Disability | 394,532 | 1,349,438 | — | — | — | 1,743,970 |

  121. Potential Payments Upon Termination or Change in Control

    | (1) All scenarios show the actual EIP payment amounts for Fiscal Year 2024, except that CIC Terminations show the target EIP amounts calculated using each applicable participant’s annual base salary immediately preceding the date of termination. |

  122. 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 under the terms of the IPO grant agreement did not meet performance requirements to vest as of December 28, 2024, and therefore are presumed to be canceled by the Compensation Committee for no consideration in any of the applicable scenarios set forth in the table. |

  123. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding “Compensation Actually Paid” to our NEOs as determined and defined under SEC rules and does not reflect compensation actually earned, realized, or received by the Company’s NEOs. The Board of Directors did not consider the pay versus performance disclosure below in making its pay decisions for 2024.

  124. Pay Versus Performance

    | | | | | | Value of Initial | | | | | | | | | | Fixed $100 | | | | | | | | | | Investment | | | | | | | | | | based on:(2) | | | | | | | | Average | Average | | | | | | | Summary | | Summary | Compensation | | | | | | | Compensation | Compensation | Compensation | Actually Paid | | | | | | | Table Total | Actually Paid | Table Total for | to Other | | Peer | | Non-GAAP | | | for CEO(1) | to CEO(1) | Other NEOs(1) | NEOs(1) | INGM | Group | Net Income | EBITDAR | | Year | ($) | ($) | ($) | ($) | TSR ($) | TSR ($) | ($Millions) | ($Millions)(3) | | 2024 | 17,463,003 | 16,147,130 | 7,808,794 | 7,218,356 | 98.58 | 99.17 | 264.2 | 1,300.8 |

  125. Pay Versus Performance

    | (1) This table presents pay versus performance information for the following executive officers: |

  126. Pay Versus Performance

    | Fiscal Year | CEO | Other NEOs | | 2024 | Paul Bay | Michael Zilis, Scott Sherman, Augusto Aragone, and Alain Monié |

  127. Pay Versus Performance

    2024 Compensation Actually Paid reflects the following adjustments to the applicable amounts in the “Summary Compensation Table” (“SCT”):

  128. Pay Versus Performance

    | | | Average of | | | | Other | | | CEO ($) | NEOs ($)(c) | | 2024 Total Reported in SCT | 17,463,003 | 7,808,794 | | Less, value of stock awards reported in SCT | (13,929,018) | (6,742,639) | | Plus, year-end value of awards granted in 2024 that were unvested and outstanding as of 12/28/2024(a) | 7,948,947 | 3,577,315 | | Plus, value of awards granted in 2024 that vested in 2024(b) | 4,664,198 | 2,574,886 | | Compensation Actually Paid for 2024 | 16,147,130 | 7,218,356 |

  129. Pay Versus Performance

    (a)For RSUs, based on a price $19.59 per share, which was the closing sale price of the Company’s Common Stock on the NYSE on December 27, 2024, the last trading day of Fiscal Year 2024. For PSUs, based on a price of $14.66 per share, calculated assuming the probable outcome of the market conditions on December 27, 2024, using a Monte Carlo simulation model. (b)Reflects the value of awards that vested in full on October 24, 2024, the first trading day of the Company’s Common Stock on the NYSE, based on a price of $22.00 per share, the IPO price. (c)Figures for all Other NEOs are included in the average figures shown in this column.

  130. Pay Versus Performance

    | (2) The Peer Group total shareholder return (“TSR”) is calculated using the peer group used for compensation purposes, as described in “Compensation Discussion and Analysis—Overall Design and Rewards of the Executive Compensation Program—Design Principles.” This comparator peer group is different from the peer group we use for purposes of the stock performance graph included in Item 5 of our 2024 Form 10-K. The comparison assumes $100 was invested for the period starting October 24, 2024, through the end of 2024 (the “Measurement Period”) for purposes of calculating the cumulative TSR of the Company and the peer group over the Measurement Period. Historical stock performance is not necessarily indicative of future stock performance. |

  131. Pay Versus Performance

    | (3) We determined Non-GAAP EBITDAR to be the most important financial performance measure used to link Company performance to Compensation Actually Paid in 2024. 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, see “Compensation Discussion and Analysis—What Is Rewarded.” |

  132. Pay Versus Performance

    Relationship Between Compensation Actually Paid and TSR The following chart sets forth the relationship between: (i) 2024 Compensation Actually Paid to our CEO and the average of 2024 Compensation Actually Paid to the Other NEOs and (ii) the Company’s cumulative TSR over the Measurement Period. CEO and Average Other NEO Compensation Actually Paid Versus Company TSR Relationship Between Compensation Actually Paid and Net Income The following chart sets forth the relationship between: (i) 2024 Compensation Actually Paid to our CEO and the average of 2024 Compensation Actually Paid to the Other NEOs and (ii) our 2024 Net Income. CEO and Average Other NEO Compensation Actually Paid Versus Net Income Relationship Between Compensation Actually Paid and Non-GAAP EBITDAR The following chart sets forth the relationship between: (i) 2024 Compensation Actually Paid to our CEO and the average of 2024 Compensation Actually Paid to the Other NEOs and (ii) our 2024 Non-GAAP EBITDAR. CEO and Average Other NEO Compensation Actually Paid Versus Non-GAAP EBITDAR 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 2024 to Company performance. For more information about these measures, which are the only two financial performance measures on which executive compensation was based in 2024, see “Compensation Discussion and Analysis—What Is Rewarded.” The measures in these tables are not ranked.

  133. Pay Versus Performance

    | Most Important Financial Performance Measures for 2024 | | Non-GAAP EBITDAR | | Multiple of Invested Capital |

  134. Director Compensation

    Director Compensation Our Board sets the compensation for the Company’s non-employee directors. In connection with the IPO in October 2024, our Board approved a new non-employee director compensation policy that applies to all of our non-employee directors (other than any member of the Board affiliated with Platinum). This compensation policy provides that each such non-employee director receives the following compensation for service on our Board:

  135. Director Compensation

    | ● | Annual cash retainer of $100,000 for each non-employee director, paid in quarterly installments; |

  136. 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; |

  137. 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. |

  138. 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.

  139. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation paid to the Company’s non-employee directors for Fiscal Year 2024. The compensation paid to Mr. Monié, who retired as an employee of the Company in connection with the IPO, and thereafter began receiving compensation as a non-employee director, is included above in the “Summary Compensation Table,” as required by Item 402(c) of Regulation S-K.

  140. Director Compensation Table

    | | Fees Earned or | Stock Awards | | | Name | Paid in Cash ($) | ($)(1) (2) | Total ($) | | Felicia Alvaro | 33,750 | 354,989 | 388,739 | | Jakki Haussler | 25,000 | 184,998 | 209,998 | | Leslie Heisz | 25,000 | 184,998 | 209,998 | | Sharon Wienbar | 25,000 | 184,998 | 209,998 |

  141. 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 2024: |

  142. Director Compensation Table

    | | Number of Shares | | | Subject to Unvested | | Name | RSUs (#) | | Felicia Alvaro | 15,393 | | Jakki Haussler | 8,409 | | Leslie Heisz | 8,409 | | Sharon Wienbar | 8,409 |

  143. Director Compensation Table

    | (2) Represents 8,409 RSUs granted under the 2024 Plan on October 23, 2024, with a grant date fair value of $22.00 per unit. With respect to Ms. Alvaro, also represents 6,984 RSUs granted under the 2024 Plan on November 6, 2024, with a grant date fair value of $24.34 per unit. |