SEC Form DEF 14A filed by Ingram Micro Holding Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

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Check the appropriate box:

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[ ] Preliminary Proxy Statement

[ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under §240.14a-12

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INGRAM MICRO HOLDING CORPORATION

(Name of Registrant as Specified in its Charter)

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Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee paid previously with preliminary materials

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Letter from the Chairperson

March 26, 2026

Dear Stockholder:

On behalf of the Board of Directors, I am pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Ingram Micro Holding Corporation. The meeting will be held virtually on Wednesday, May 13, 2026, at 8:30 am (Pacific), at www.virtualshareholdermeeting.com/INGM2026.

On or about March 26, 2026, we sent a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders. The Notice for the Annual Meeting contains details on how to access and review the materials, retrieve your proxy card, and submit your vote online. To request a printed copy of the proxy materials, please follow the instructions outlined in the Notice.

We encourage you to vote regardless of whether you plan to attend the Annual Meeting. You may cast your vote at the meeting, online using the instructions provided in the Notice or proxy card, by telephone, or by mailing your completed proxy card in the postage-prepaid return envelope if you received paper materials.

We are grateful for your ongoing commitment to Ingram Micro.

Sincerely,

Alain Monié
Chairperson of the Board of Directors

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Notice of 2026 Annual Meeting of Stockholders

March 26, 2026
Irvine, CA

To our Stockholders:

Ingram Micro Holding Corporation (“Ingram Micro” or the “Company”) is holding its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually on Wednesday, May 13, 2026, at 8:30 am (Pacific), at www.virtualshareholdermeeting.com/INGM2026.

At the Annual Meeting, you will be asked to:

Our Board of Directors unanimously recommends that you vote “FOR” the nominees under Proposal 1, and “FOR” Proposals 2 and 3.

Stockholders of record as of the close of business on March 19, 2026, have the right to receive notice of and vote at the Annual Meeting, including any adjournments or postponements thereof. For ten (10) days prior to the Annual Meeting, a complete list of registered stockholders will be available for examination at our office at 3351 Michelson Drive, Suite 100, Irvine, CA 92612.

Your vote at the Annual Meeting is important. To ensure your participation at the Annual Meeting, we encourage you to submit your proxy as soon as possible by internet, phone, or mail, as described in greater detail on your proxy card or voter instruction form.

The proxy materials, including Ingram Micro’s 2025 Annual Report, are available at https://ir.ingrammicro.com/.

By Order of the Board of Directors,

Augusto Aragone
Executive Vice President, Secretary and General Counsel

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Proxy Statement

Introduction and Summary

In July 2021, Platinum Equity, LLC together with its affiliated investment vehicles (“Platinum”) acquired Ingram Micro Inc., a Delaware corporation and operating company, which had previously been a publicly traded company from 1996 until 2016. Through the acquisition, Ingram Micro Inc. became an indirect subsidiary of the Company (Ingram Micro Holding Corporation), which remained privately held until October 2024 when the Company completed an initial public offering (“IPO”). Platinum currently retains ownership and control of approximately 85.7% of the voting power of the Company’s outstanding common stock, par value $0.01 (“Common Stock”).

Because Platinum continues to hold more than a majority of the voting power of the Company’s outstanding Common Stock entitled to vote generally in the election of directors, including at the Annual Meeting, we are a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). In accordance with applicable NYSE exemptions, the Company has elected not to comply with certain corporate governance requirements. For example, we do not have a majority of independent directors—a majority of our directors are affiliated with Platinum Equity Advisors, LLC (“Platinum Advisors”).

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Ingram Micro for use at the Annual Meeting. By returning a completed proxy card, or voting by internet or phone, you are giving instructions on how your shares are to be voted at the Annual Meeting.

This summary provides a high-level review of the information contained within this Proxy Statement. This summary does not contain all of the information you should consider, and we highly recommend that you read the Proxy Statement in full before you vote.

All references herein to “Fiscal Year 2025,” “Fiscal Year 2024,” and “Fiscal Year 2023” represent the fiscal years ended December 27, 2025, December 28, 2024, and December 30, 2023, respectively. Fiscal Year 2026 refers to the fiscal year ending January 2, 2027.

Annual Meeting

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Proposals

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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.

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“AC” indicates Audit Committee, “CC” indicates Compensation Committee, “NCGC” indicates Nominating and Corporate Governance Committee, and “C” indicates Committee Chair

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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.

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The Board Recommends a Vote “FOR” Each of the Four Nominees Named Above

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Biographies of Nominees for Election to New Three-Year Terms that will Expire in 2029

CLASS II Directors (with Terms Expiring in 2026)

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

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.

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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

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.

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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”).

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CLASS I Directors (with Terms Expiring in 2028)

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

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.

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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

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.

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CLASS III Directors (with Terms Expiring in 2027)

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.

Paul Bay, Chief Executive Officer

Mr. Bay assumed the role of Chief Executive Officer of Ingram Micro on January 1, 2022. Mr. Bay had served as Ingram Micro’s Executive Vice President and President of Global Technology Solutions since January 2020. Prior to that, he served as Ingram Micro’s Executive Vice President and Group President of the Americas from August 2018 to December 2019, Executive Vice President and Chief Executive of Ingram Micro U.S. and Miami Export from 2015 to August 2018, and Sr. Executive Vice President and President of Ingram Micro North America from 2013 to 2014. Mr. Bay first joined Ingram Micro in 1995 and served in various roles of increasing responsibility until 2006. Mr. Bay then served as CEO of Punch! from 2006 to 2010 and rejoined Ingram Micro in 2010. Mr. Bay holds a Bachelor’s degree in speech communication from California State University, Northridge.

Mr. Bay was selected to serve on our Board due to his extensive executive management expertise and a deep understanding of the technology sector and distribution industry, developed over decades of leadership experience within the company.

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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

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.

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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.

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Board Composition

Our directors reflect diverse perspectives, including a complementary mix of skills, experience, and backgrounds that we believe are critical to the Board’s ability to represent the interests of the Company’s stockholders.

Skills and Experience Matrix

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Demographic Information

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Biographies of Non-Board Member Executive Officers

Biographies of the Company’s executive officers (other than Paul Bay, whose biography appears above) are set forth below.

Michael Zilis

Michael Zilis, age 55, has served as Ingram Micro’s Executive Vice President and Chief Financial Officer since January 2020. Prior to that, he served as Ingram Micro’s Executive Vice President of Asia-Pacific from August 2016 to December 2019, and has served in various other operational and finance roles since joining Ingram Micro in 2006. As Executive Vice President and Chief Financial Officer, Mr. Zilis is responsible for Ingram Micro’s global finance organization, including financial planning and analysis, mergers and acquisitions, treasury and risk management, financial operations, accounting and reporting, investor relations, and internal audit, tax and global business processes. Prior to joining Ingram Micro, Mr. Zilis held roles at Avnet, Inc. and Arthur Andersen LLP. Currently, Mr. Zilis serves as a director of Veritone, Inc. (Nasdaq: VERI). Mr. Zilis received his Bachelor of Science degree in Finance and Accounting from Boston College.

Augusto Aragone

Augusto Aragone, age 53, has served as Ingram Micro's Executive Vice President, Secretary and General Counsel since December 2016. Prior to that, Mr. Aragone served a variety of legal leadership roles with the company, especially in the areas of mergers and acquisitions and finance transactions, originally joining as regional counsel for Latin America in 2008. As Executive Vice President, Secretary and General Counsel, Mr. Aragone oversees all aspects of Ingram Micro's worldwide legal department, including managing Ingram Micro's team of legal, compliance and security professionals. Mr. Aragone is the Company’s principal legal and governance advisor, supporting the Board of Directors and executive leadership on public-company governance, capital markets, M&A, enterprise risk and strategic transactions. Prior to joining Ingram Micro, Mr. Aragone served as legal director for Latin America for DHL and held several business roles across the international logistics industry in Latin America. Mr. Aragone holds a Juris Doctor degree from Universidad de la Republica (UDELAR - Uruguay), a Master's degree from Bologna University in Italy and a Master of Laws degree from the University of Miami. He is admitted to the New York bar.

Scott Sherman

Scott Sherman, age 60, has served as Ingram Micro’s Executive Vice President of Human Resources since May 2015. As Executive Vice President of Human Resources, Mr. Sherman is responsible for the identification, development and implementation of the Company’s human resources strategies in support of the organization’s global objectives. Mr. Sherman oversees all aspects of human resources worldwide, including organization development and talent management, compensation and benefits, payroll, and learning and development. Prior to joining Ingram Micro, Mr. Sherman served as Executive Vice President of Human Resources and a member of the Executive Committee at Allergan from September 2010 to March 2015. Mr. Sherman also held human resources roles at Medtronic, and human resources and territory management roles at Exxon. Mr. Sherman received his Bachelor of Arts degree in International Affairs from the George Washington University and holds a Master of Industrial and Labor Relations from Cornell University’s School of Industrial and Labor Relations.

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Corporate Governance

Board Governance

Board of Directors Meetings

Our Board held seven meetings during Fiscal Year 2025. Each director serving during our Fiscal Year 2025 attended at least 75% of the meetings held by the Board and the committees on which they served. The Company expects that each director will attend our Annual Meeting. All but one director attended the 2025 Annual Meeting.

Director Independence

As a “controlled company” within the meaning of the governance standards of the NYSE, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirement that a majority of our Board consist of independent directors.

Our Board has affirmatively determined that Felicia Alvaro, Jakki Haussler, Leslie Heisz, and Sharon Wienbar do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each such director has with our Company and Platinum and all other facts and circumstances our Board deemed relevant in determining their independence.

Board Leadership Structure

Our Bylaws and corporate governance guidelines provide our Board with the authority to separate or combine the positions of the Chairperson and Chief Executive Officer. At this time, the Board has determined that it is in the best interests of the Company and its stockholders to separate the roles, with Alain Monié serving as Non-Executive Chairperson and Paul Bay serving as Chief Executive Officer. Please refer to the other parts of this “Corporate Governance” section, and in particular “Risk Oversight,” for further discussion regarding our leadership structure.

Additional Board Service

Serving on the Board requires significant time and attention. Directors are expected to ensure that their other commitments do not materially interfere with their duties to the Company. Except as otherwise approved by the Board:

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Communications with the Board

Our stockholders and other interested parties may communicate directly with the Board as a whole, a specific committee of the Board, or any individual director at the following address:

Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Attn: Secretary

Our Company’s secretary will determine whether the communication is a proper communication to be forwarded to the Board, a committee, or any individual director. Please see our Policy Regarding Board Communications with Stockholders and Other Interested Parties under the “Governance Documents” sub-link on our investor relations website, https://ir.ingrammicro.com.

Committees of the Board of Directors

The Board has established three standing committees: an audit committee (the “Audit Committee”), compensation committee (the “Compensation Committee”), and nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”). Additionally, the Board may form temporary committees as needed to address specific issues that arise between regular meetings or matters that do not fall under the purview of the standing committees.

Our Audit Committee meets the independence requirements set forth under NYSE listing standards. Platinum holds more than a majority of the voting power of our outstanding Common Stock entitled to vote generally in the election of our directors. As a result, we are a “controlled company” under the NYSE’s listing standards, and we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements that our Compensation Committee and Nominating and Corporate Governance Committee be composed entirely of independent directors.

Each of the standing committees operates under a charter approved by the Board, copies of which can be found under the “Governance Documents” sub-link on our investor relations website, https://ir.ingrammicro.com/. Our Corporate Governance Guidelines are also available under the “Governance Documents” sub-link on our investor relations website.

Audit Committee

The primary purposes of the Audit Committee are to prepare the committee report required by the rules of the SEC and to assist the Board with its oversight of the Company’s risk management policies and procedures, the audits and integrity of the Company’s financial statements, the effectiveness of the Company’s internal controls over financial reporting, the Company’s compliance with legal and regulatory requirements, the qualifications, performance, and independence of the Company’s independent auditor, PricewaterhouseCoopers LLP (“PwC”), and the performance of the Company’s internal audit function.

The Audit Committee consists of the following individuals, each of whom the Board has determined is “independent” within the meaning of the NYSE listing rules: Felicia Alvaro (Chair), Leslie Heisz, and Sharon Wienbar. The Board has further determined that each of Felicia Alvaro and Leslie Heisz of the Audit Committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Furthermore, each Audit Committee member is financially literate, as such qualification is interpreted by the Board in its business judgment.

The Audit Committee met seven times during Fiscal Year 2025.

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Compensation Committee

The primary purposes of the Compensation Committee are to review and approve corporate goals and objectives relevant to the compensation of the CEO and the other senior executives of the Company, to evaluate the performance of the CEO and the other senior executives in light of such goals and objectives, to determine and approve the compensation of the CEO and the other senior executives, to make recommendations to the full Board with respect to incentive-based and equity-based compensation plans that are subject to Board approval, to prepare the disclosures required by the rules of the SEC, to review and report to the Board on the Company’s key strategic and human resource management issues, and to oversee the Company’s overall compensation structure, policies, and programs.

The Compensation Committee consists of the following members: Jacob Kotzubei (Chair), Leslie Heisz, Bryan Kelln, Mary Ann Sigler, and Sharon Wienbar. According to the exemptions for a “controlled company” set by the NYSE, the Compensation Committee is not required to consist solely of independent directors.

The Compensation Committee met five times during Fiscal Year 2025.

Nominating and Corporate Governance Committee

The primary purposes of the Nominating and Corporate Governance Committee are to review and make recommendations to the full Board regarding the structure and composition of the Board and its committees, including identifying qualified director nominees consistent with criteria approved by the Board, to develop and recommend to the full Board corporate governance guidelines applicable to the Company, and to oversee the evaluation of the Board, its committees, and the Company’s management team.

The Nominating and Corporate Governance Committee consists of the following members: Matthew Louie (Chair), Christian Cook, Craig Ashmore, Jakki Haussler, and Eric Worley. According to the exemptions for a “controlled company” set by the NYSE, the Nominating and Corporate Governance Committee is not required to consist solely of independent directors.

The Nominating and Corporate Governance Committee met four times during Fiscal Year 2025.

Director Nomination Procedures

The Nominating and Corporate Governance Committee is responsible for reviewing the Board composition and ensuring that the Board is comprised of individuals who have distinguished records of leadership and success in their area of activity and who will make substantial contributions to the Board. In making this assessment, the Nominating and Corporate Governance Committee considers a variety of skills and characteristics of Board candidates including, but not limited to, relevant industry experiences, general business experience, and relevant financial experiences.

Specific consideration is given to:

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Stockholder Proposals

Stockholder proposals may be included in our proxy statement for the 2027 annual meeting of stockholders (the "2027 Annual Meeting") so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2027 Annual Meeting, we must receive the proposal at our principal executive offices at 3351 Michelson Drive, Suite 100, Irvine, CA, 92612, Attention: Secretary, on or before November 26, 2026.

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 (which would be January 13, 2027), 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 (which would be February 12, 2027). 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 March 14, 2027.

Such notice shall include the information required by our Bylaws as well as the following information for each nominee:

Stockholders may recommend a director nominee to the Nominating and Corporate Governance Committee for election at the 2027 Annual Meeting. 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.

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Risk Oversight

Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy and the most significant risks facing us, and it oversees the implementation of risk mitigation strategies by management. Our Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

The following table summarizes the primary areas of risk management the Board and its committees exercise oversight:

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Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board currently consists of, and at all times during Fiscal Year 2025 consisted of, Mr. Kotzubei (Chair), Ms. Heisz, Mr. Kelln, Ms. Sigler, and Ms. Wienbar. No member of this committee was at any time during Fiscal Year 2025 an officer or employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any employment relationship with the Company or any of its subsidiaries, except for Ms. Sigler, who ceased to be an officer of the Company upon the completion of the IPO in 2024. No executive officer of the Company has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, where one of such entity’s executive officers served as a director of the Company or a member of the Compensation Committee.

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The Tenets of Our Success

Our dedication to a shared set of principles unites and guides us to better decisions and behaviors, enabling us to focus on the success of our business partners and associates.

More information about The Tenets of Our Success can be found on our website at https://www.ingrammicro.com/en-us/company/about-us.

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Governance Principles and Policies

We are committed to maintaining ethical and legal standards that reflect our deeply rooted values. This unwavering commitment is at the core of our corporate philosophy. We hold ourselves—our directors, officers, and associates—to the highest level of integrity, and that includes compliance with laws and regulations of the jurisdictions in which we operate. We also expect these high standards from third parties working on our behalf. All of this is represented by our core governance principles and policies summarized below.

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Insider Trading Policy

With respect to Item 408(b) of Regulation S-K, the Company has also adopted an insider trading policy governing the purchase, sale, and other dispositions of Company or third-party securities by the directors, officers, and employees of the Company while in possession of material non-public information relating to the Company. It is the policy of the Company that the Company will not engage in transactions in the Company’s securities while aware of material nonpublic information relating to the Company or the Company’s securities. The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

Code of Ethics

With respect to Item 406 of Regulation S-K, we have adopted a Code of Conduct (“Code of Conduct”) that applies to all of our directors, officers, and team members, including our CEO, our chief financial officer, and our chief accounting officer, and a Code of Ethics for Principal Financial Officers that applies to our CEO, chief financial officer, chief accounting officer, controller, treasurer, and other individuals performing similar functions (“PFO Code of Ethics”). Our Code of Conduct and PFO Code of Ethics are each available on our website at https://ir.ingrammicro.com/governance/governance-documents, and each constitutes a “code of ethics” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions thereof on our website.

Compensation Recovery Policies

Our Policy for the Recovery of Erroneously Awarded Compensation (the “Required Clawback Policy”), adopted in October 2024, is intended to comply with the applicable SEC and NYSE rules relating to the recoupment of incentive compensation. The Required Clawback Policy describes the circumstances in which current and former executive officers of the Company will be required to repay or return to the Company erroneously awarded compensation. In general, as provided in the Required Clawback Policy, such circumstances include an accounting restatement that results in an executive officer having received more incentive compensation during the three completed fiscal years preceding the date of the accounting restatement than would have been received had such compensation been determined based on the restated amounts.

In addition to the Required Clawback Policy, we continue to maintain the Compensation Recovery Policy (the “Discretionary Clawback Policy”), last revised in 2017, that is applicable to our NEOs (as defined below) as well as other key executives (each, a “Covered Employee”). The Discretionary Clawback Policy authorizes the Board, in its sole discretion, to recover incentive compensation earned and received or realized in the 36 months preceding the date that a “recoverable event” (as defined in the Discretionary Clawback Policy to include a Covered Employee’s engagement in certain conduct that is detrimental to us or the calculation, grant, vesting, and/or payment of any incentive compensation that is based on materially inaccurate financial results or performance metric criteria) is determined to have occurred.

The Board believes that it is in the best interests of the Company and its stockholders to maintain the Discretionary Clawback Policy in addition to the Required Clawback Policy.

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Sustainable Impact

Our sustainable impact program is overseen by an executive steering committee consisting of our:

This executive steering committee receives periodic briefings from our global sustainability team and individual program owners. Responsibility is one of the Tenets of Our Success as a company, and environmental stewardship is one area in which we demonstrate our responsibility. We have established targets for reducing greenhouse gas (“GHG”) emissions and waste in our operations. In December 2024, Ingram Micro received approval from the Science Based Targets initiative for its near-term climate targets, including its goal to reduce absolute Scope 1 and 2 GHG emissions by 90% by 2030, using a 2022 base year. In our 2024 Sustainable Impact Report we reported that our 2024 emissions were 38% lower than our 2022 base year.

To support a circular economy, our Information Technology Asset Disposition (“ITAD”) business focuses on the reuse and recycling of electronics, and, as of December 27, 2025, a total of four of our ITAD processing facilities held e-Stewards certifications, three of which were in North America and one of which was in Brazil. Since 2019, we have been a registered SmartWay Shipper Partner in the Environmental Protection Agency’s SmartWay Program, which allows us to benchmark our performance and assess the environmental impact of our transportation in the United States, as well as measure the fuel efficiency of our carrier partners, helping us address the carbon impacts of goods movement within our value chain.

At the end of 2025, the Company received its annual updated scorecard from EcoVadis, a well-known third-party provider of evidence-based business sustainability assessments. EcoVadis awarded Ingram Micro a Gold medal rating, reserved for the top five percent of the more than 150,000 companies on its platform. We believe this recognition signifies a substantial validation of our company’s commitment and leadership in sustainable and responsible business operations.

Cybersecurity

See Part I, Item 1C of our 2025 Annual Report on Form 10-K for a description of our cybersecurity risk management strategy and other matters relating to cybersecurity.

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Proposal 2: Advisory Vote on Executive Compensation

In accordance with Section 14A of the Exchange Act, stockholders are entitled to vote to approve, on a non-binding advisory basis, the compensation of our Chief Executive Officer, Chief Financial Officer and our other two most highly compensated officers who were executive officers during Fiscal Year 2025 (collectively, our named executive officers or “NEOs”) and our compensation philosophy, policies and practices as defined and disclosed further below in “Executive and Director Compensation—Compensation Discussion and Analysis.” We encourage our stockholders to read that section carefully.

This proposal, commonly known as a “say-on-pay" proposal, gives our stockholders the opportunity to express their views on compensation for our NEOs. This vote is not intended to address specific items of compensation, but rather the overall compensation of NEOs and the compensation philosophies, policies, and practices as described in this Proxy Statement.

Our executive programs and policies described are designed to incentivize, retain, and reward our executives for superior short- and long-term performance for the Company and its stockholders.

At the Annual Meeting we will ask our stockholders to approve the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as described in the Company’s proxy statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K and other compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, the Summary Compensation Table, and the other compensation-related tables and disclosure.”

We are asking that our stockholders indicate their support for our executive compensation as described in this Proxy Statement. While this say-on-pay vote is advisory and non-binding, the Compensation Committee will review the outcome of this vote and consider it when reviewing our compensation program and policies.

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The Board Recommends a Vote “FOR” the Approval of the Compensation of our Named Executive Officers

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Executive and Director Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of our compensation program for our NEOs for Fiscal Year 2025, as well as the philosophy and objectives of our compensation program for our NEOs. The Company had only four executive officers during Fiscal Year 2025; accordingly, only four NEOS are disclosed, as follows:

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Executive Summary

Decisions Regarding Material Elements of Compensation

During Fiscal Year 2025, all decisions regarding compensation to be paid to the CEO and each of the other NEOs were made, and in the future will continue to be made, by the Compensation Committee and, only when required, by our full Board.

The following summarizes the decisions made in Fiscal Year 2025 regarding the material elements of 2025 compensation.

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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):

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Overall Design Objectives and Rewards of the Executive Compensation Program

Design Elements

The broad objectives and key features of each element of the 2025 executive compensation program were as follows:

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Design Principles

We believe a significant portion of NEO compensation should be at risk and subject to our financial performance. The only non- performance-based elements of our NEO compensation are base salaries, our employee benefit programs that are generally available to all management associates, and the RSUs that require continued employment. The remainder of compensation must be earned through the attainment of predetermined financial or strategic performance objectives. Compensation programs are designed to align the financial interests of our NEOs with those of our stockholders by providing appropriate short-and long-term financial incentives that reward executives for achieving objectives that enhance stockholder value. Our key design principles include:

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What is Rewarded

Executive compensation is designed to reward achievement of targeted financial results and individual goals and objectives. Our performance metrics are generally based on the non-GAAP financial metrics that are described in the table below. These metrics are regularly used by our management internally to understand, manage and evaluate our business and make operating decisions. (See Appendix A to this Proxy Statement for reconciliations of Adjusted EBITDA, Adjusted Free Cash Flow, non-GAAP Net Income and Adjusted Return on Invested Capital to their most comparable GAAP measures.) The following table defines each

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performance metric used in 2025 as an executive incentive measure and states why the metric was selected and the compensation programs that use that metric.

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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 25^th 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.

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The following chart shows the base salaries for 2025.

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 75^th 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 70^th percentile of the peer group. The other NEOs’ targets approximate the median market practice of comparable positions (see “Design Principles” above).

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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.

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.

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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:

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 25^th 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.

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Benefits

We generally do not use benefit programs or perquisites as a compensatory element or as an enhancement to executive officer compensation. Our executive officers participate in our broad-based health and welfare, life insurance, disability and retirement programs on the same basis as our management associates. All other benefits and perquisites are disclosed as required in the Summary Compensation Table.

We offer participation in the Ingram Micro 401(k) Plan (the “401(k) Plan”) with Company matching contributions as the only qualified retirement program in the United States. In addition, we offer certain U.S. highly compensated associates, including each of the NEOs, an opportunity to participate on a voluntary basis in our Supplemental Investment Savings Plan (the “Supplemental Plan”), a nonqualified deferred compensation arrangement. In general, the Supplemental Plan operates to restore 401(k) Plan benefits, including Company matching contributions to base salary that were reduced or limited by the Internal Revenue Code of 1986, as amended (the “Code”). Participants in both the 401(k) Plan and the Supplemental Plan may elect to defer a total of up to 50% of their base salary and annual bonus. In 2025, our matching contribution was equal to 50% of the first 5% of eligible compensation deferred under the 401(k) Plan.

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.

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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.

Executive Officer Stock Ownership Requirements

We have adopted mandatory stock ownership guidelines with the objective of more closely aligning the interests of our executive officers with those of our stockholders. The minimum number of shares of the Company’s Common Stock that the stock ownership guidelines require executive officers to hold is their then-current annualized base salary multiplied by five (5), in the case of the CEO, and by two (2) in the case of the other executive officers, divided by the fair market value of the Company’s Common Stock. For purposes of the stock ownership guidelines, shares of Common Stock “owned” include unvested time-based RSUs (net of estimated taxes). The fair market value of the Company’s Common Stock is the average closing price per share of the Company’s Common Stock as reported on the NYSE for the most recent sixty-three (63) trading days ending with the determination date. During the period of time between an executive officer becoming subject to the stock ownership guidelines and his or her satisfaction of the then-applicable stock ownership requirement, such executive officer is required to retain 50% of the net shares resulting from the vesting of any equity incentive awards (with “net shares” deemed to be those shares that remain after the deduction of a fixed estimated tax rate of 50%). Each of the NEOs has met the stock ownership guidelines as of the date of this Proxy Statement.

Internal Revenue Code Section 162(m) Policy

Under Code Section 162(m), a publicly held corporation cannot take a federal income tax deduction for compensation exceeding $1 million per person in any taxable year for its chief executive officer, chief financial officer and other three most highly compensated executive officers (each, a “Covered Person”). In addition, once an individual becomes a Covered Person for any taxable year, that individual will remain a Covered Person for all future years, including following any termination of employment.

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While our Compensation Committee will consider the anticipated tax treatment to us and our executive officers as one factor when reviewing our executive compensation and other compensation programs, the Compensation Committee will also look at other factors in making its decisions, as noted above, and retains full authority to approve compensation arrangements for our executive officers that are not fully deductible under Section 162(m) when it believes that other considerations outweigh the tax deductibility of the compensation.

Advisory Vote on Named Executive Officer Compensation

At our 2025 annual meeting of stockholders, our “say-on-pay” proposal resulted in a favorable vote from approximately 98.79% of the shares present and entitled to vote at the annual meeting. We believe the level of support was due to the appropriateness of the overall design of our executive compensation program. The Compensation Committee noted the results of the vote and made no material changes to our compensation program or policies as a result.

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Frequency of Say-on-Pay Vote

Consistent with the preference expressed by our stockholders at our 2025 annual meeting of stockholders, our Board decided that the Company will include a vote to approve, on a non-binding, advisory basis, the compensation paid to our NEOs in our proxy materials every year until the next required advisory vote to approve the frequency of future advisory votes on named executive officer compensation, which will occur at the 2031 annual meeting of stockholders.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the Annual Meeting.

Jacob Kotzubei (Chair)
Leslie Heisz
Bryan Kelln
Mary Ann Sigler
Sharon Wienbar

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Compensation Tables for Named Executive Officers

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.

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If the PSU awards were to achieve the maximum performance level of 200%, the value of the awards would be as follows:

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All Other Compensation Table – Fiscal Year 2025

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Grants of Plan-Based Awards Table

The following table summarizes all plan-based awards granted to the NEOs during Fiscal Year 2025.

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