DEF 14A 1 im_20130605xdef14a.htm DEF 14A IM_2013.06.05_DEF14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 4, 2014
To our shareholders:
We will hold our annual meeting of shareholders at our Santa Ana campus, 1600 East Saint Andrew Place, Santa Ana, California 92705, on Wednesday, June 4, 2014, at 10:00 a.m. local time. We are holding this meeting:
1.    To elect the nine director nominees named in this proxy statement to our Board, each for a term of one year;
2.    To approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in this proxy statement;
3.    To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year; and
4.    To transact any other business that properly comes before the meeting.
The shareholders of record at the close of business on April 7, 2014 will be entitled to vote at the meeting or any postponements or adjournments of the meeting. Whether or not you expect to attend, we urge you to sign, date and promptly return the enclosed proxy card in the enclosed postage prepaid envelope or vote via telephone or the Internet in accordance with the instructions on the enclosed proxy card. If you attend the meeting, you may vote your shares in person, which will revoke any prior vote.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 4, 2014: This Proxy Statement, along with the 2013 Annual Report to Shareholders, is online at www.edocumentview.com/im or, if you are a registered holder, at www.envisionreports.com/im.
Receive Proxy Materials Electronically: With your consent, we will send all future proxy voting materials to you by email. To enroll to receive future proxy materials online if you are a registered holder, please go to www.computershare.com/investor.
April 21, 2014
 
Santa Ana, California
 
 
By order of the Board of Directors,
 
 
Larry C. Boyd
Executive Vice President, Secretary and
General Counsel

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TABLE OF CONTENTS
___________________________________
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013
 
OPTION EXERCISES AND STOCK VESTED INFORMATION FOR FISCAL YEAR 2013
 
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2013
 
 
 
 
 
 
 
 
 
 
 
 

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1600 East Saint Andrew Place
Santa Ana, California 92705

PROXY STATEMENT
This proxy statement is furnished to you by the Board of Directors of Ingram Micro (the “Board”) and contains information related to the 2014 annual meeting of our shareholders to be held on Wednesday, June 4, 2014, beginning at 10:00 a.m., local time, at our Santa Ana campus, 1600 East Saint Andrew Place, Santa Ana, California 92705, and any postponements or adjournments thereof. The enclosed form of proxy is solicited by our Board. The date of this proxy statement is April 21, 2014. It is first being mailed to our shareholders on April 21, 2014.
References in this proxy statement to “we”, “us”, “our”, “the Company” and “Ingram Micro” refer to Ingram Micro Inc.


ABOUT THE MEETING

Purpose of the 2014 Annual Meeting
The purpose of the 2014 annual meeting is:
1.    To elect the nine director nominees named in this proxy statement to our Board, each for a term of one year;
2.    To approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in this proxy statement;
 3.    To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year; and
4.    To transact any other business that properly comes before the meeting.
Quorum
A quorum is the minimum number of shares required to hold and transact business at a meeting. The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock will constitute a quorum for the transaction of business at the meeting. Votes cast by proxy or in person at the meeting will be counted by the persons appointed by the Company to act as election inspectors for the meeting. The election inspectors will treat shares represented by proxies that reflect abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Abstentions, however, do not constitute a vote “for” or “against” any matter and thus will be disregarded in the calculation of a plurality or of “votes cast”.

The election inspectors will treat shares referred to as “broker nonvotes” (i.e., shares held by a broker or nominee over which the broker or nominee lacks discretionary power to vote and for which the broker or nominee has not received specific voting instructions from the beneficial owner) as shares that are present and entitled to vote for purposes of determining the presence of a quorum.
Who May Vote
Holders of record of our Class A common stock at the close of business on April 7, 2014 (“Record Date”) may vote at the annual meeting. As of the Record Date, the Company had 155,204,991 issued and outstanding shares of Class A common stock. Each share of Ingram Micro common stock that you own entitles you to one vote.

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How to Vote
You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting. For assistance with directions to our Santa Ana campus where the meeting will be held, please call (714) 566-1000.
If you are a registered shareholder (meaning your name is included on the shareholder file maintained by our transfer agent, Computershare Trust Company, N.A.), you can vote by proxy in any of the following ways:
 
By Internet.  If you have Internet access, you may submit your proxy from any location in the world by following the “Vote by Internet” instructions on the proxy card. The deadline for voting electronically is 3:00 a.m. (Pacific Time) on June 4, 2014.
By Telephone.  You may submit your proxy by following the “Vote by telephone” instructions on the proxy card. The deadline for voting by telephone is 3:00 a.m. (Pacific Time) on June 4, 2014.
In Writing.  You may do this by signing your proxy card and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, we will follow the Board’s recommendations and vote your shares as described in the section entitled “Proposals You Are Asked to Vote on and the Board’s Voting Recommendation” below. The deadline for voting by mail is 3:00 a.m. (Pacific Time) on June 4, 2014 (your proxy card must be received by that time).
If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from such nominee that you must follow in order for your shares to be voted.
If you participate in our 401(k) Investment Savings Plan (“Ingram Micro 401(k) Plan”), you may vote an amount of shares of common stock equivalent to the interest in common stock credited to your account as of the Record Date. You may vote by instructing Fidelity Management Trust Company, the trustee of the plan, pursuant to the instruction card being mailed with this proxy statement to plan participants. The trustee will vote your shares in accordance with your duly executed instructions if they are received by May 30, 2014. If you do not provide the trustee with your voting instructions, the trustee will not vote on your behalf.

How Proxies Work
Our Board is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may abstain from voting from any of the proposals. If you sign your proxy card but do not provide instructions, we will follow the Board’s recommendations and vote your shares as described in the section entitled “Proposals You Are Asked to Vote on and the Board’s Voting Recommendation” below.

Proposals You Are Asked to Vote on and the Board’s Voting Recommendation
If you properly fill in your proxy card and send it to us in time to vote, or vote by the Internet or telephone, one of the individuals named on your proxy card will vote your shares as your proxy and as you have directed. If you sign the proxy card but do not make specific choices, your proxy will follow the Board’s recommendations and vote your shares:
1.    “FOR” election of the nine director nominees named in this proxy statement to our Board, each for a term of one year (see “Proposal No. 1 — Election of Directors”);
2.    “FOR” approval, on an advisory basis, of the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in this proxy statement (see “Proposal No. 2 — Advisory Vote on Executive Compensation”); and
3.    “FOR” ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year (see “Proposal No. 3 — Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm”).
If any other matter is properly presented at the meeting, your proxy will vote in accordance with the best judgment of the individual voting your shares as your proxy. At the time this proxy statement went to press, we knew of no other matters to be acted on at the meeting.


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Vote Necessary to Approve Proposals
In the election of directors under Proposal No. 1, you may vote “FOR”, “AGAINST” or “ABSTAIN” with respect to each of the nominees. If you elect to abstain in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. Each nominee shall be elected to the Board of Directors by the majority of the votes cast with respect to the director’s election (that is, the number of votes “FOR” a director’s election must exceed the number of “AGAINST” votes cast with respect to the director’s election). See “Board of Directors — Corporate Governance — Majority Voting Policy” in this proxy statement. Abstentions will not be taken into account in determining the outcome of the election.
With respect to Proposal No. 2, the “say on pay” advisory vote regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative disclosures in this proxy statement, you may vote “FOR”, “AGAINST” or “ABSTAIN”. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is required for approval of this proposal. Abstentions are treated as shares present or represented and entitled to vote, so abstaining has the same effect as a vote “AGAINST” the proposal.
Approval of the ratification of the selection of our independent registered public accounting firm under Proposal No. 3 requires the affirmative vote of the majority of the shares of common stock present or represented by proxy and entitled to vote on the proposal. Abstentions are treated as shares present or represented and entitled to vote, so abstaining has the same effect as a vote “AGAINST” the proposal.
Under current New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name, your broker is not permitted to vote your shares on Proposals 1 or 2 if it does not receive voting instructions from you. Such broker nonvotes will not have an effect on the outcome of the votes.

Revoking Your Proxy
You may revoke your proxy by: (1) sending in another signed proxy card with a later date; (2) providing subsequent Internet or telephone voting instructions; (3) notifying our Secretary in writing before the meeting that you have revoked your proxy; or (4) voting in person at the meeting.

Proxy Solicitation Costs
The Company will bear the costs of soliciting proxies.


PROPOSAL NO. 1 ELECTION OF DIRECTORS

Recommendation of the Board of Directors
The Board of Directors recommends that you vote “FOR” the election of each of the nominees for election as directors as described below, which is designated as Proposal No. 1 on the enclosed proxy card.
On the recommendation of the Governance Committee, the Board has nominated the nine persons named below for election as directors this year, each to serve for a one-year term or until the director’s successor is elected and qualified.
At the time of this proxy statement, the Board is in discussions with potential Board candidates with expertise in areas important to the Company’s strategic plans. If these discussions are successful, the Board may appoint one or more of such candidates to the Board shortly after the stockholder meeting to which this proxy statement relates.

Director Nominee Experience and Qualifications
The Board annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our shareholders. The Board believes that its members should possess a variety of skills, professional experience, and backgrounds in order to effectively oversee our business. All of our nominees are seasoned leaders who bring to the Board a vast array of public company, financial services, private company, and other business experience, the majority as senior executives in industries different from that of Ingram Micro or in industries synergistic with Ingram Micro. Each has been chosen to stand for election in part because of his or her ability and willingness to ask difficult questions, understand Ingram Micro’s challenges and evaluate the strategies proposed by management,

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as well as their implementation. Each of the nominees has a long record of professional integrity, a dedication to his or her profession, a strong work ethic that includes coming fully prepared to meetings and being willing to spend the time and effort needed to fulfill one’s professional obligations and the ability to maintain a collegial environment, and the majority of the nominees have the experience of having served as a board member of a sophisticated global company. Specific experience, qualifications, attributes and skills of each nominee are described in that nominee’s biography below (biographies are current as of the date of the proxy statement):
 
Howard I. Atkins
 
Director since April 2004
Mr. Atkins, age 63, is the former Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company in San Francisco, California, retiring in February 2011. Prior to joining Wells Fargo in 2001, Mr. Atkins was Executive Vice President and Chief Financial Officer of New York Life Insurance Company in New York, New York from 1996 to 2001. Mr. Atkins also served as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic Corporation from 1991 to 1996. Mr. Atkins joined the former Chase Manhattan Bank in 1974 and was, successively, in asset/liability management, in U.S. capital markets/derivatives, head of Capital Markets for Europe, the Middle East and Africa, and head of the Bank’s worldwide derivatives trading business. He was Chase Manhattan Bank’s Treasurer from 1988 until 1991 when he became Chief Financial Officer of Midlantic Corporation. Mr. Atkins is a member of the Board of Directors of Occidental Petroleum Corporation. As former chief financial officer of one of the largest financial services companies in the country, Mr. Atkins brings extensive accounting and financial skills that are important in the understanding and oversight of our financial reporting, enterprise and operational risk management and corporate finance, tax and treasury matters.
 
Leslie Stone Heisz
 
Director since March 2007
Ms. Heisz, age 53, is an experienced investment banking and finance executive. Ms. Heisz joined Lazard Freres & Co. in 2003 as a senior advisor and served as a managing director from 2004 through April 2010, providing strategic financial advisory services for clients in a variety of industries. Ms. Heisz was a managing director of Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.) for six years, and a director prior to that, specializing in mergers and acquisitions, as well as leveraged finance and leading the Gaming and Leisure Group and the Los Angeles office. She was also a vice president at Salomon Brothers, where she developed the firm’s industry-leading gaming practice and was a senior consultant specializing in strategic information systems at Price Waterhouse. Ms. Heisz has been a member of the Board of Directors of HCC Insurance Holdings, Inc. since November 2010 and a member of the Board of Directors of Towers Watson & Co. since April 2012. She previously served on the Board of Directors of International Game Technology and Eldorado Resorts LLC. Ms. Heisz’s career in the investment banking industry, deep understanding of capital markets and previous board experience brings expertise in oversight of our financial reporting, enterprise and operational risk management, corporate finance, tax and treasury matters and implementation of sound corporate governance practices.
 
John R. Ingram
 
Director since April 1996
Mr. Ingram, age 52, is Chairman of the Ingram Industries Inc. board of directors and also Chairman and Chief Executive Officer of Ingram Content Group, Inc., which includes Ingram Book Company, Lightning Source Inc. and Ingram Digital. He was Vice Chairman of Ingram Industries from June 1999 to April 2008. He was Co-President of Ingram Industries from January 1996 to June 1999. Mr. Ingram was also President of Ingram Book Company from January 1995 to October 1996. Mr. Ingram served as Acting Chief Executive Officer of Ingram Micro from May 1996 to August 1996 prior to Ingram Micro being a public company and held a variety of positions at the privately held Company from 1991 through 1994, including Vice President of Purchasing, Vice President of Management Services at Ingram Micro Europe, and Director of Purchasing. Mr. Ingram is a seasoned executive with Ingram Industries, and has valuable experience in digital distribution. Mr. Ingram’s history with Ingram Micro brings in-depth knowledge of the Company that assists the Board in overseeing management and is important to the Board’s oversight of strategy, risk management and implementation of sound corporate governance practices. Mr. Ingram is the brother of Orrin H. Ingram II, who is also a director of the Company.
 
Dale R. Laurance
 
Director since May 2001
Dr. Laurance, age 68, is the owner of Laurance Enterprises LLC, a private investment and advisory services company. He retired from Occidental Petroleum Corporation in 2004, where he had served as President since 1996 and Director since 1990. From 1983 to 1996 he served in various management and executive positions with Occidental Petroleum Corporation. Dr. Laurance also serves on the Advisory Board of Hancock Park Associates. Dr. Laurance is a member of the Board of Trustees of the Polytechnic

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School and the Advisory Board of the Golden West Humanitarian Foundation. Dr. Laurance has been our Chairman of the Board since the Company’s annual meeting of shareholders in June 2007. He previously served on the Board of Directors of Jacobs Engineering Group Inc. Dr. Laurance is an experienced executive and has extensive experience in the areas of international business, financial reporting, strategy, regulatory compliance, and corporate governance as a senior executive and board member of Occidental Petroleum Corporation. Dr. Laurance brings strong leadership skills and complex business operational experience and provides strategic counsel that is important in the Board’s oversight of management.
 
Linda Fayne Levinson
 
Director since August 2004
Ms. Levinson, age 72, is an advisor to professionally funded, privately held ventures. Ms. Levinson was Non-Executive Chair of the Board of Connexus, Inc. (formerly VendareNetBlue), a privately held Internet media company, until May 2010 when it was merged into Epic Advertising. From February through July 2006, Ms. Levinson was also Interim CEO of that company. From 1997 until May 2004, Ms. Levinson was a Partner of GRP Partners, a venture capital firm investing in early stage technology companies in the financial services, Internet media and online retail sectors. From 1982 until 1998, Ms. Levinson was President of Fayne Levinson Associates, an independent consulting firm advising major corporations. Ms. Levinson also has been an executive at Creative Artists Agency, Inc.; a Partner of Wings Partners, a Los Angeles-based merchant bank; a Senior Vice President of American Express Travel Related Services Co., Inc.; and a Partner of McKinsey & Company, where she became the first woman partner in 1979. Ms. Levinson also serves as a member of the Board of Directors of NCR Corporation, Jacobs Engineering Group Inc., The Western Union Company and Hertz Global Holdings, Inc. and its wholly-owned subsidiary The Hertz Corporation and was a previous member of the Board of DemandTec, Inc. Ms. Levinson’s executive and consulting career brings in-depth knowledge of business operations and strategy, and an extensive breadth and depth of experience related to compensation strategies and corporate governance through her long tenure serving on the boards of a number of large international companies, including as chair of compensation committees. In 2013 Ms. Levinson was named by the National Association of Corporate Directors to its D100, its list of the most influential directors in the boardroom and in corporate governance.

Scott A. McGregor
 
Director since June 2010
Mr. McGregor, age 58, is President and Chief Executive Officer of Broadcom Corporation, a global leader in semiconductors for wired and wireless communications. Prior to joining Broadcom in January 2005, Mr. McGregor was President and Chief Executive Officer of Philips Semiconductor, a $6-billion subsidiary of the Netherlands-based Royal Philips Electronics, from 2001 through 2004. In addition to his CEO role, he was also a member of the Group Management Committee of Royal Philips Electronics. He joined Philips Semiconductors in February 1998 as head of its Emerging Businesses unit. Before joining Philips, Mr. McGregor served in various senior management positions from 1990 to 1998, most recently as senior vice president and general manager, at Santa Cruz Operation Inc., a provider of network computing solutions. He has also held management positions at Digital Equipment Corporation (now part of Hewlett-Packard) and at Microsoft where he was architect and development team leader for the original version of Microsoft Windows®. He began his career at Xerox Corporation’s Palo Alto Research Center (PARC). Mr. McGregor received a B.A. in Psychology and an M.S. in Computer Science and Computer Engineering from Stanford University, where he currently serves on the Engineering Advisory Council. Mr. McGregor is a member of the Board of Directors of Broadcom Corporation. He previously served on the Board of Directors of Progress Software Corporation. Mr. McGregor is a seasoned business executive who brings in-depth business knowledge to provide insight on Ingram Micro strategy, compensation practices, risk management and implementation of sound corporate governance practices for the Company.
 
Alain Monié
 
Director since November 2011
Alain Monié, age 63, has been our President and Chief Executive Officer since January 2012, after rejoining the Company following a year as Chief Executive Officer of APRIL Management Pte., a multinational industrial company based in Singapore. Prior to his role at APRIL Management Pte., Mr. Monié served as President and Chief Operating Officer of Ingram Micro from 2007 to 2010. He joined Ingram Micro in February 2003 as Executive Vice President. He became President of the company’s Asia-Pacific region in early 2004 and also served as Executive Vice President and President of Ingram Micro Asia-Pacific from January 2004 to August 2007. Prior to Ingram Micro, Mr. Monié spent more than two years as President of the Latin American Division of Honeywell International. He joined Honeywell through the corporation’s merger with Allied Signal Inc. in 1999. Prior to the merger, he built a 15-year career in Asia, leading Allied Signal's expansion into China and enhancing its presence in India. He joined the company in 1984 and, during his tenure, advanced from a regional sales manager to head of Asia-Pacific operations. Mr. Monié has been a member of the Board of Directors of Amazon.com, Inc. since November 2008. He previously served on the Board of Directors of Jones Lang LaSalle. As a seasoned executive and chief executive officer of Ingram Micro, Mr. Monié brings in-depth knowledge of Ingram Micro's business operations and strategy that is important to the Board’s oversight of strategy,

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succession planning, enterprise risk management, compensation and implementation of sound corporate governance practices for the Company.
 
Wade Oosterman
 
Director since September 2013
Mr. Oosterman, age 53, has served as President, Mobility and Residential Services and Chief Brand Officer for Bell Canada Enterprises Inc., Canada’s largest communications company, since 2010, and as President, Mobility and Chief Brand Officer since 2006. Serving in executive roles at public Canadian communications companies since 1987, Mr. Oosterman was previously Chief Marketing Officer and Chief Brand Officer for Telus, the leading telecommunications provider in Western Canada, and a founder of Clearnet Communications, a national wireless operator acquired in 2000 in the largest transaction in Canadian telecommunications history. Mr. Oosterman is a seasoned business executive who brings in-depth business knowledge and insight from the telecommunications industry on marketing and branding strategies.

Joe B. Wyatt
 
Director since October 1996
Mr. Wyatt, age 78, has been Chancellor Emeritus of Vanderbilt University in Nashville, Tennessee since his retirement as Chancellor of Vanderbilt University, a position that he held from 1982 to 2000. Mr. Wyatt has also been a principal of The Washington Advisory Group since August 2000. Mr. Wyatt was previously a Director of Ingram Industries from April 1990 through October 1996. He also serves as a Director and Past Chairman of the Universities Research Association. He previously served on the Board of Directors of Hercules Incorporated, Reynolds Metals Company, Sonat Incorporated, and El Paso Corporation. As one of the Company’s most tenured directors, and as former chair of our Audit Committee for many years, Mr. Wyatt provides a focused historical perspective of the Board and the Company and a deep understanding of Ingram Micro’s business and operations, corporate governance, enterprise risk management and financial accounting requirements.


Directors Not Standing for Reelection at the Annual Meeting
 
Orrin H. Ingram II
 
Director since September 1999
Mr. Ingram, age 53, is President and Chief Executive Officer of Ingram Industries Inc. Mr. Ingram held numerous positions with Ingram Materials Company and Ingram Barge Company before being named Co-President of Ingram Industries in January 1996. He was named to his present position as President and Chief Executive Officer of Ingram Industries in June 1999. He remains Chairman of Ingram Barge Company. Mr. Ingram is a member of the Board of Directors of Coca-Cola Enterprises Inc. Mr. Ingram is a seasoned executive with Ingram Industries, and has valuable experience serving on the Board of a beverage distribution company. Mr. Ingram’s history with Ingram Micro has brought in-depth knowledge of the Company that assists the Board in overseeing management and has contributed to the Board’s oversight of strategy, compensation practices, risk management and implementation of sound corporate governance practices. Mr. Ingram is the brother of John R. Ingram, who is also a director of the Company.

Michael T. Smith
 
Director since May 2001
Mr. Smith, age 70, is the former Chairman of the Board and Chief Executive Officer of Hughes Electronics Corporation, a world-leading provider of digital television entertainment, broadband services, satellite-based private business networks, and global video and data broadcasting, serving from October 1997 to May 2001. Prior to assuming these positions in October 1997, Mr. Smith was Vice Chairman of Hughes Electronics and Chairman of Hughes Aircraft Company, responsible for the aerospace, defense electronics and information systems businesses of Hughes Electronics. He joined Hughes Electronics in 1985, the year the company was formed, as Senior Vice President and Chief Financial Officer after spending nearly 20 years with General Motors Corporation in a variety of financial management positions. Mr. Smith is a member of the Board of Directors of Teledyne Technologies, FLIR Inc. and Wabco Holdings Incorporated. He previously served on the Board of Directors of Anteon International Corporation and Alliant Techsystems. Mr. Smith’s senior executive positions in large multi-national complex corporations has brought in-depth knowledge of business operations, strategy and corporate governance. With his experience on audit committees of other public companies, Mr. Smith has brought strong accounting and financial skills that have contributed to the understanding and oversight of our financial reporting and corporate governance matters.


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BOARD OF DIRECTORS
The Board of Directors held 9 meetings during fiscal year 2013. All current directors attended more than 75% of the total number of meetings of the Board and the committees on which he or she served in 2013. The Board and its committees regularly hold executive sessions of non-employee directors without management present. As a matter of policy, directors are encouraged and expected to attend the annual meeting of shareholders. All current directors attended Ingram Micro’s 2013 annual meeting of shareholders on June 5, 2013 (other than Mr. Oosterman, who joined the Board after the 2013 annual meeting).
Compensation of Board of Directors
Ingram Micro pays directors who are not employed by the Company (“non-employee directors”) an annual award which may consist of a combination of cash, stock options, restricted stock and/or restricted stock units. No meeting fees are paid to directors for attending meetings of the Board and committees on which they serve. Any director who is an employee of Ingram Micro does not receive separate compensation for service on the Board.
2013 Annual Award. The mix of cash, stock options, restricted stock and/or restricted stock units for the annual award must be selected by each non-employee director before December 31 of each year prior to the start of the calendar year in which the annual award will be made or within 30 days of initial appointment or election to the Board, as the case may be. If a Board member does not file an election form with respect to a calendar year by the specified date, the Board member will be deemed to have elected to receive the compensation in the manner elected by the Board member in his or her last valid election, or if there had been no prior election, will be deemed to have elected to receive the eligible compensation in the form of nonqualified stock options. The award is prorated for any partial year of service. In addition, the mix of cash, stock options, restricted stock and/or restricted stock units for the annual award is subject to the following assumptions and restrictions:
•  2013 Annual Award Maximum. The aggregate amount of the annual award (including any annual cash retainer and the value of any annual equity-based compensation) may not exceed the following amounts:
 
$430,000 for the non-executive Chairman of the Board;
$240,000 for the Audit Committee chair;
$215,000 for other Audit Committee members;
$235,000 for the Human Resources Committee chair, $230,000 each for the Governance Committee chair and the Information Technology Committee Chair, and $220,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and
$210,000 for all other directors.
•  2013 Cash. The amount of the cash portion of any annual award that may be selected by directors is subject to the following restrictions and is paid in quarterly installments:
 
The maximum amount of the cash retainer that may be selected annually is as follows:
$170,000 for the non-executive Chairman of the Board;
$110,000 for the Audit Committee chair;
$85,000 for other Audit Committee members;
$105,000 for the Human Resources Committee chair, $100,000 each for the Governance Committee chair and the Information Technology Committee chair, and $90,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and
$80,000 for all other directors.
The only minimum cash retainer is for Audit Committee members and other committee chairs who must select the following minimum amount of the cash retainer annually (subject to adjustment for partial years of service):
$30,000 for the Audit Committee chair;
$5,000 for other Audit Committee members; and

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$25,000 for the Human Resources Committee chair, $20,000 each for the Governance Committee chair and the Information Technology Committee chair, and $10,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee.
Equity-based Compensation. Any non-cash portion of the annual award is in the form of equity-based compensation, which may consist of stock options, restricted stock, restricted stock units or a combination thereof as selected by the director.
2013 Option Awards. Options are granted to directors on the first trading day of January of each calendar year. For 2013 awards, the grant date was January 2, 2013 and the number of options granted was based on the dollar value of stock options selected, divided by the Black-Scholes value (using the closing price on the 15th of the month prior to grant date as the “stock value” to determine the appropriate Black-Scholes value), rounded up to the next whole share. The value per option was determined in accordance with Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”). The options each have an exercise price equal to the closing price of our common stock on the NYSE on the date of grant, vested monthly beginning on January 31, 2013 and continuing through December 31, 2013 and have a maximum term of ten years less one day.
•  2013 Restricted Stock/Restricted Stock Units. Restricted stock and/or restricted stock units, as applicable, are granted to directors on the first trading day of January of each calendar year. The number of shares granted is equal to the dollar value of the amount of restricted stock or restricted stock units selected divided by the closing price of our common stock on the NYSE on the date of grant rounded up to the next whole share. The restricted shares and restricted stock units granted in 2013 vested on December 31, 2013. Settlement of restricted stock units may be deferred in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issue thereunder.
2013 Compensation of Non-Employee Directors. The following table lists the 2013 non-employee director compensation as described above.
2014 Compensation of Non-Employee Directors. After consultation with F.W. Cook who provided an independent review and analysis of the Board compensation practices, the Board approved an increase of the cash compensation portion for non-employee Board members of $20,000 per year, effective April 1, 2014.

NON-EMPLOYEE DIRECTOR COMPENSATION
(for fiscal year 2013)
 
Name
 
Fees Earned
or Paid in
Cash
($)
 
Stock Awards
($)  (1)
 
Option
Awards
($) (1)
 
Non-Equity
Incentive Plan
Compensation
($)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
Howard I. Atkins (2)(13)

85,000


130,003










215,003

Leslie Stone Heisz (3)(13)

110,000


130,003










240,003

John R. Ingram (4)(13)

80,000


130,003










210,003

Orrin H. Ingram II (5)(13)

80,000




138,289








218,289

Dale R. Laurance (6)(13)



430,003










430,003

Linda Fayne Levinson (7)(13)

105,000


130,003










235,003

Scott A. McGregor (8)(13)

105,000


130,003










235,003

Wade Oosterman (9)(13)



70,022










70,022

Paul Read (10)(13)

63,750


97,500










161,250

Michael T. Smith (11)(13)

85,000


130,003










215,003

Joe B. Wyatt (12)(13)

101,668




138,289








239,957

 
(1)
Since the information required to be disclosed under these columns are the amounts equal to the grant date fair value of the awards determined pursuant to ASC 718, these amounts may not conform to the exact dollar value described in the policy above used to determine the number of shares subject to equity awards granted to our Board members. See notes 2 and 12 to Ingram Micro’s consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended

8


December 28, 2013, which was filed with the SEC on February 18, 2014, for a discussion of the assumptions used and the estimated forfeiture rate which is not required to be taken into account for these ASC 718 values. Unless noted otherwise, restricted stock or restricted stock units disclosed under “Stock Awards” were granted on January 2, 2013 and restrictions lapsed on December 31, 2013. The closing price of Ingram Micro stock on January 2, 2013 was $17.45. Stock options disclosed under “Option Awards” were granted on January 2, 2013 with an exercise price of $17.45 per share, vest at a rate of one-twelfth per month over a twelve-month period commencing January 31, 2013 and expire ten years less one day from grant date. The $5.354 per share fair value of the January 2, 2013 stock option award was determined in accordance with ASC 718 using a Black-Scholes model and the following assumptions: stock price volatility of 34.00%; expected option life of 5 years; dividend yield of 0%; and risk free interest rate of 0.76%.
(2)
Mr. Atkins was eligible to receive annual Board compensation in the amount of $215,000 (reflecting his service as a member of the Audit Committee), of which he elected to receive $85,000 in cash and $130,000 in restricted stock units.
(3)
Ms. Heisz was eligible to receive annual Board compensation in the amount of $240,000 (reflecting her service as Chair of the Audit Committee), of which she elected to receive $110,000 in cash and $130,000 in restricted stock units. Ms. Heisz deferred receipt of her restricted stock units until her retirement from the Board.
(4)
Mr. J. Ingram was eligible to receive annual Board compensation in the amount of $210,000, of which he elected to receive $80,000 in cash and $130,000 in restricted stock units.
(5)
Mr. O. Ingram was eligible to receive annual Board compensation in the amount of $210,000, of which he elected to receive $80,000 in cash and $130,000 in stock options.
(6)
Dr. Laurance was eligible to receive annual Board compensation in the amount of $430,000 (reflecting his service as Chairman of the Board), of which he elected to receive all $430,000 in restricted stock units. Dr. Laurance deferred receipt of his restricted stock units until his retirement from the Board.
(7)
Ms. Levinson was eligible to receive annual Board compensation in the amount of $235,000 (reflecting her service as Chair of the Human Resources Committee), of which she elected to receive $105,000 in cash and $130,000 in restricted stock units.
(8)
Mr. McGregor was eligible to receive annual Board compensation in the amount of $235,000 (reflecting his service as a member of the Audit Committee and as Chair of the Governance Committee), of which he elected to receive $105,000 in cash and $130,000 in restricted stock units.
(9)
Mr. Oosterman joined the Board on September 18, 2013 and was eligible to receive Board compensation in the amount of $70,000, of which he elected to receive all $70,000 in restricted stock units. Mr. Oosterman deferred receipt of his restricted stock units until his retirement from the Board. The restricted stock units disclosed under “Stock Awards” were granted on October 1, 2013 and restrictions lapsed on December 31, 2013. The closing price of Ingram Micro stock on October 1, 2013 was $23.64.
(10)
Mr. Read resigned from the Board on September 17, 2013 and was eligible to receive annual board compensation in the amount of $161,250, of which he elected to receive $63,750 in cash and $97,500 in restricted stock. This represents nine-twelfths of the board compensation he would have been eligible to receive had he served on the Board for the full 2013 year. The remaining shares were canceled when he resigned his position from the Board. The compensation he received as an executive director is set forth in the Summary Compensation Table.
(11)
Mr. Smith was eligible to receive annual Board compensation in the amount of $215,000 (reflecting his service as a member of the Audit Committee), of which he elected to receive $85,000 in cash and $130,000 in restricted stock.
(12)
Mr. Wyatt was eligible to receive annual Board compensation in the amount of $225,000 (including $220,000 due to his service as Chair of the Executive Committee for half the year and as Chair of the Information Technology Committee for half the year and an additional $5,000 due to his service as a member of the Audit Committee), of which he elected to receive $95,000 in cash and $130,000 in stock options.
(13)
The table below shows the aggregate numbers of equity awards outstanding for each non-employee director as of December 28, 2013, the last day of our 2013 fiscal year. All unvested equity awards shown in the table below vested on December 31, 2013.


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Unexercised Stock Options
Name

Unvested Restricted Stock Awards

Unvested Restricted Stock Units

Vested    

Unvested    
Howard Atkins



7,450





Leslie S. Heisz








John R. Ingram



7,450


29,795



Orrin H. Ingram II





171,607


2,153

Dale R. Laurance





43,558



Linda Fayne Levinson





31,676



Scott A. McGregor



7,450





Wade Oosterman








Michael T. Smith

7,450




41,300



Joe B. Wyatt





165,993


2,153

Stock Ownership Requirement. Each director is required to achieve and maintain ownership of shares of our common stock with an aggregate value (market price multiplied by the number of shares) equal to three times the maximum amount of cash retainer that may be selected by each member of the Board in their capacity as Board members under our director compensation policy (not taking into account additional cash compensation for other special roles on the Board such as being the Chairman of the Board, a Committee chair or being a member of a specific Board Committee) beginning five years from the date of his or her election to the Board. All current directors, with the exception of Mr. Oosterman, who joined the Board in September 2013, meet this stock ownership requirement as of the Record Date.
Other Information. Each director is reimbursed for expenses incurred in attending meetings of the Board and Board committees. Each director is able to elect to defer his or her cash compensation through a nonqualified deferral plan. Directors who defer cash compensation may elect to have earnings, or losses, credited to their deferrals as if their deferrals were invested in the various investment options available under the Company’s Supplemental Investment Savings Plan, a nonqualified deferred compensation plan for directors. Directors are not credited with “above-market” or “preferential” interest.

Committees of the Board of Directors
Our Board has standing Audit, Executive, Governance, Human Resources, and Information Technology Committees. These Board committees frequently meet in executive session with no members of management present. Copies of the charters for each of these committees are available by using the “Investor Relations” and then “Governance” links on the Company’s website at www.ingrammicro.com. The following table lists members of the committees as of the date of this proxy statement.
 
Name
 
Audit
Committee
 
Executive
Committee
 
Governance
Committee
 
Human
Resources
Committee
 
Information Technology Committee
Dale R. Laurance
 
 
 
Chair
 
 
 
 
 
 
Howard I. Atkins
 
*
 
 
 
 
 
*
 
*
Leslie S. Heisz
 
Chair
 
*
 
 
 
 
 
 
John R. Ingram
 
 
 
 
 
*
 
*
 
 
Orrin H. Ingram II
 
 
 
 
 
*
 
*
 
 
Linda Fayne Levinson
 
 
 
*
 
*
 
Chair
 
*
Scott A. McGregor
 
*
 
*
 
Chair
 
 
 
 
Alain Monié
 
 
 
*
 
 
 
 
 
 
Wade Oosterman
 
 
 
 
 
*
 
 
 
*
Michael T. Smith
 
*
 
 
 
*
 
 
 
*
Joe B. Wyatt
 
*
 
*
 
*
 
 
 
Chair
 

*
Member

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Audit Committee — 10 meetings in 2013. The Audit Committee, consisting of independent directors, assists our Board’s oversight of (1) the integrity of our financial reporting processes, financial statements and systems of internal controls regarding finance, accounting, legal and ethical compliance, (2) our compliance with legal and regulatory requirements, (3) the operation of our company's hotline reporting and response system, (4) the independence and qualification of our independent registered public accounting firm and (5) the performance of our independent auditors and internal audit department. In addition, the Audit Committee is charged with providing an avenue of open communication among our independent registered public accounting firm, management, our internal audit department, and our Board. The Audit Committee also appoints our independent registered public accounting firm, discusses and reviews in advance the scope of and the fees to be paid in connection with the annual audit and reviews the results of the audit with our independent registered public accounting firm. The Audit Committee discusses the Company’s earnings press releases, as well as financial information and outlook provided to analysts and rating agencies. A detailed list of the Audit Committee’s functions is included in its charter, which can be accessed by using the “Investor Relations” and then “Governance” links on the Company’s website at www.ingrammicro.com.
Executive Committee — no meetings in 2013.  The purpose of the Executive Committee is to act when necessary on behalf of the full Board between regularly scheduled Board meetings, usually when timing is critical. The Executive Committee has and may exercise all of the powers and authority of the Board, subject to such limitations as the Board and/or applicable law may from time to time impose. A detailed list of the Executive Committee’s functions is included in its charter, which can be accessed by using the “Investor Relations” and then “Governance” links on the Company’s website at www.ingrammicro.com.
Governance Committee — 5 meetings in 2013. The Governance Committee, consisting of independent directors, is responsible for developing and recommending to the Board a set of corporate governance principles applicable to the Company, and thereafter recommending such changes as it deems appropriate to maintain effective corporate governance. In addition, the Governance Committee is responsible for identifying candidates for election to the Board of Directors, developing and reviewing background information for candidates, making recommendations to the Board regarding such candidates, reviewing and making recommendations to the Board with respect to candidates for director proposed by shareholders, and recommending the members of Board committees, as well as Board committee chair positions for election by the Board. The Governance Committee also reviews and recommends for consideration and approval by the Board the form and amounts of compensation for non-employee directors, including equity-based awards, and oversees the annual self-evaluations of the Board and its committees, as well as director performance and board dynamics. A detailed list of the Committee’s functions is included in its charter, which can be accessed by using the “Investor Relations” and then “Governance” links on the Company’s website at www.ingrammicro.com.
Human Resources Committee — 6 meetings in 2013. The Human Resources Committee, consisting of independent directors, assists the Board in overseeing and establishing the compensation of all executive officers and administering all stock-related and long-term executive incentive plans applicable to management. The Human Resources Committee reviews and reports to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets provide maximum return to all partners — shareholders, associates, customers, and vendors. The Committee’s oversight areas include executive compensation strategy, succession planning processes and key leader succession planning, and work environment assessment and improvement. A detailed list of the Human Resources Committee’s functions is included in its charter and can be accessed by using the “Investor Relations” and then “Governance” links on the Company’s website at www.ingrammicro.com.
 
Outside Advisors to the Human Resources Committee. The executive compensation advisor engaged by the Human Resources Committee continues to be Frederic W. Cook & Co., Inc. (“Cook”), an independent executive compensation consulting firm which reports solely to the Human Resources Committee. No member of the Human Resources Committee or of management has any affiliation with Cook. The Human Resources Committee periodically seeks input from Cook on a range of external market factors, including evolving executive compensation trends and general observations on the Company’s executive compensation programs. Cook has also advised the Governance Committee of the Board on Board compensation matters for non-management Board members. Cook does not provide any other services to the Company or management. The Human Resources Committee has determined that there are no conflicts of interest with Cook’s work for the Committee.
Management Input to the Human Resources Committee. The Human Resources Committee frequently requests management to assist in accomplishing its work, including requests for specific analyses to assist with decision making. The Ingram Micro Human Resources, Finance, and Legal departments work with the Human Resources Committee Chair to help set meeting agendas and to coordinate the distribution of materials to the Committee in advance of its meetings. Generally, our Chief Executive Officer, our President and Chief Operating Officer, our Chief Financial Officer, Executive Vice President, Secretary and General Counsel, and Executive Vice President of Human Resources attend Committee meetings. Management does not make any recommendations to the Human Resources Committee on compensation of the CEO. In addition, no members of management are present during the Human Resources Committee’s deliberations on CEO compensation. The Human Resources Committee frequently meets in executive session with no members of management present.

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Human Resources Committee Meetings. The Human Resources Committee’s process and decision-making regarding 2013 executive compensation are further described under “Compensation Discussion and Analysis” below.

Information Technology Committee — 3 meetings in 2013. The Information Technology Committee consists of independent directors. The purpose of the Information Technology Committee is to review, appraise, and provide oversight to ensure that the Company's information technology-related systems support effectively the business objectives, strategies, and processes of the Company. A detailed list of the Information Technology Committee's functions is included in its charter and can be assessed by using the “Investor Relations” and then “Governance” links on the Company's website at www.ingrammicro.com.
The Board may form other committees from time to time in addition to the Audit, Executive, Governance, Human Resources and Information Technology Committees described above.

Compensation Committee Interlocks and Insider Participation
No member of the Human Resources Committee had any “interlock” relationship to report during our fiscal year ended December 28, 2013.

Corporate Governance
Code of Conduct. Our code of conduct applies to all members of the Board of Directors, all executives of the Company and all other Ingram Micro associates and codifies our commitment to the highest standards of corporate governance. If we make any amendment to the code of conduct or grant any waiver, including any implicit waiver, from a provision of the code of conduct to our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver at www.ingrammicro.com or on a current report on Form 8-K.
Corporate Governance Guidelines. Effective corporate governance that ensures management follows the highest ethical standards is not a new concept to the Company. It is an important principle that is embraced at all levels of the Company, beginning with how our Board operates and in our Corporate Governance Guidelines (the “Guidelines”). Members of our Board are kept informed about our business through discussions with our Chief Executive Officer, President and Chief Operating Officer, and Chief Financial Officer, and other key members of management, by reviewing materials provided to them, and by participating in meetings of the Board and its committees. Our Board members provide feedback to management on a regular basis and routinely meet in executive session, without any members of management present.
The Guidelines address important corporate governance policies and procedures, including those relating to (1) composition of the Board and membership criteria; (2) director qualifications (such as independence, simultaneous service on other Boards and conflicts of interests); (3) Board member responsibilities (including attendance at annual shareholder meetings); (4) establishment of the Board agenda; (5) establishment of a lead director position; (6) regularly scheduled meetings of non-employee Board members; (7) Board size; (8) Board committees; (9) Board member access to management and independent advisors; (10) director compensation; (11) director orientation and continuing education; (12) management evaluation and management succession; and (13) annual performance evaluation of the effectiveness of the Board and its committees.
Our Board expects to consider further amendments to the Guidelines from time to time as rules and standards are revised and/or finalized by various regulatory agencies, including the SEC and the NYSE, and to address any changes in our operations, organization or environment.
Majority Voting Policy. In March 2011, our Board amended the Company’s Bylaws to change the voting standard for the election of directors in uncontested elections from a plurality to a majority voting standard, subject to the rights of any series or class of stock to elect directors under specified circumstances, as set forth in the Company’s Certificate of Incorporation. Under our majority voting policy, in an uncontested election, each nominee shall be elected to the Board of Directors by the majority of the votes cast with respect to the director’s election (that is, the number of votes “for” a director’s election must exceed the number of “against” votes cast with respect to that director’s election). Directors will continue to be elected by plurality vote in contested elections (that is, when the number of nominees for election exceeds the number of directors to be elected).
If a nominee who is serving as a director is not elected at the annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director”. However, under our Bylaws, if the director fails to be elected by the majority of the votes cast in an uncontested election, the director shall immediately tender his or her resignation to the Board of Directors. In that situation, the Governance Committee will act on an expedited basis to determine whether to accept the director’s resignation, and submit its recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision within 90 days following certification of the shareholder vote. The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Board expects that any director whose resignation becomes effective pursuant to this

12


policy will excuse himself or herself from participating in the consideration of his or her resignation by either the Governance Committee or the Board of Directors.
Board Leadership Structure. The positions of Chairman of the Board and Chief Executive Officer of the Company have been separated since June 2005. We believe this leadership structure is appropriate at this time because it allows the Company to fully benefit from the leadership ability, industry experience and history with the Company that each of these individuals possess. The Guidelines further provide that non-employee directors shall choose a Lead Director when the Chairman of the Board is not independent of management and that the Chairman of the Board shall perform the duties of the Lead Director when the Chairman is independent of management. As non-executive Chairman of the Board, Dr. Laurance is our Lead Director and as such, has presided at executive sessions of the Company’s non-employee directors since his election as Chairman on June 6, 2007.
Board’s Role in Risk Oversight. Management, which is responsible for day-to-day risk management, continually monitors the material enterprise risks facing the Company, including strategic risks, operational risks, financial risks and legal and compliance risks. Management has, since 2007, conducted an annual risk assessment of our business through an Enterprise Risk Management (“ERM”) process to assist the Board in conducting its oversight of the Company’s risks. The ERM process is global in nature and has been developed to identify and assess the Company’s risks, including inherent risks of our business, as well as to identify steps to mitigate and manage risks.
The Board of Directors is responsible for exercising oversight over management’s identification and management of, and planning for, those risks. The Board has delegated to certain committees oversight responsibility for those risks that are directly related to their area of focus (see descriptions of our Audit Committee’s, Human Resources Committee’s, Governance Committee’s and Information Technology Committee's areas of responsibilities under “Audit Committee”, “Human Resources Committee”, “Governance Committee”, and “Information Technology Committee” above; see also “Information on Compensation Risk Assessment” below). The Board and its committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. Board oversight of risk is enhanced by our Chairman of the Board’s attendance at virtually all committee meetings and by the provision of committee reports to the full Board following each regular quarterly committee meeting. In addition, the full Board receives periodic updates and in-depth information specifically related to the Company’s enterprise risk management.
Information on Compensation Risk Assessment. The compensation risk assessment process and conclusions described below are the basis for the Human Resources Committee’s conclusion that risks arising from the Company compensation policies and programs are not reasonably likely to have a material adverse effect on the Company.
In early 2014, at the request of the Human Resources Committee, management conducted a review of the long-term and short-term incentive, and commission- and productivity-based variable compensation programs for Company employees for each of our operating regions (North America, Europe, Latin America, Asia-Pacific (which includes Middle East and Africa) and Mobility), as well as Corporate staff members. These compensation programs were reviewed to identify any aspects of such programs’ design or operation which might pose a potential material risk to the Company and any factors which would balance, control or otherwise mitigate such potential risks.
Our analysis included a review of compensation program details, participant information, plan administrative oversight and design features, with particular consideration given to how certain compensation design elements might build risk into a program. We assessed our potential compensation risks relating to pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, equity incentives, stock ownership requirements and trading policies, performance appraisal, and leadership and culture, and did not identify any areas of material risk. Management’s risk assessment report was reviewed and discussed, and its findings approved by the Human Resources Committee at its meeting of March 11, 2014, at which the Human Resources Committee also had input on the report from its independent compensation consultant.
In making this finding, our analysis noted that the Company’s approach to compensation utilizes a mix of cash and equity and annual and long-term incentives, as well as multiple performance metrics for its various plans, in an attempt to balance out incentives or program features which individually might create an inclination to take unnecessary risks. For example, for our executive officers, overall compensation is weighted towards long-term incentive compensation, which discourages a focus on adverse short-term risk taking and encourages prudent investment for sustained growth. Long-term incentive programs are based on Company-wide financial results which discourage those participants who have only regional or business unit responsibilities from pursuing localized rewards without regard for broader corporate risks. Payout caps on short-term and long-term incentive award programs for our executive officers and corporate executive leadership team also mitigate imprudent risk-taking. The fact that long-term incentives are primarily paid in shares of Company stock and our typical practice of using rolling three-year performance measurement periods for these plans links management rewards with shareholder interests and also discourages imprudent risk taking. We also ensure that financial and performance metrics which drive incentive arrangements are aligned with the Company’s business plans and/or strategic objectives. Multiple levels of internal controls and approval processes serve to

13


prevent manipulation of compensation outcomes. Finally, our stock ownership and holding guidelines for officers and board members, “clawback” policies for all or portions of annual, long-term incentive and severance payments to officers, negative discretion by the Committee over incentive program payouts for the executive officers, and negative discretion by management over incentive program payouts below the executive officer level all serve to further mitigate compensation risks for the Company.
 
Independence Determination for Directors
The Board of Directors adopted director independence standards as part of the Guidelines. The Guidelines include the independence requirements of the NYSE listing standards. Pursuant to the Guidelines, the Board undertook its annual review of director independence in March 2014.
In making these director independence determinations, the Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including Mr. Oosterman’s position as an executive officer of Bell Canada, which was a customer in arms’-length transactions with Ingram Micro. The aggregate amounts involved in these commercial transactions did not exceed the greater of $1 million or 2% of the consolidated gross revenues of either the Company or Bell Canada.
The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. As a result of this review, the Board determined that all of the directors nominated for election at the annual meeting are independent of the Company and its management under the standards set forth in the Guidelines, as well as under Audit Committee independence requirements of the SEC and the NYSE, with the exception of Alain Monié. Mr. Monié is considered an inside director because of his current employment as a senior executive of the Company. All other directors serving on the Board during 2013 were also independent under these standards and requirements. All of the members of the Human Resources, Audit, Governance and Information Technology Committees are independent.

Audit Committee Financial Qualifications
Our Board has determined that each member of the Audit Committee: (1) meets the independence criteria prescribed by applicable law and rules of the SEC for Audit Committee membership and (2) is an “independent director” within the meaning of NYSE listing standards and the standards established by the Company. Each member of the Audit Committee also meets the NYSE’s financial literacy requirements. No member of our Audit Committee serves on more than three audit committees of public corporations.
In addition, the Board of Directors has designated each of Howard Atkins, Leslie Stone Heisz, and Scott McGregor as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

The Board has also determined that these three directors meet the NYSE’s accounting or related financial management expertise requirements through experience gained:
 
For Mr. Atkins, as a seasoned finance and accounting executive, including in his former role as Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company in San Francisco, California, in his prior roles as Executive Vice President and Chief Financial Officer of New York Life Insurance Company in New York and as Executive Vice President and Chief Financial Officer of New Jersey-based Midlantic Corporation;
For Ms. Heisz, as an experienced investment banking and finance executive, including in her role as former managing director of the Los Angeles office of Lazard Freres & Co., where she provided strategic financial advisory services for clients in a variety of industries, as managing director of the Los Angeles office of Dresdner Kleinwort Wasserstein (and its predecessor Wasserstein Perella & Co.) for six years, specializing in mergers and acquisitions as well as leveraged finance, as a vice president at Salomon Brothers, and as a senior consultant at Price Waterhouse; and
For Mr. McGregor, as a seasoned executive with active supervisory experience of financial and accounting functions, including as President and Chief Executive Officer of Broadcom Corporation and President and Chief Executive Officer of Philips Semiconductor.


14


Director Nominations
General Criteria and Process. In identifying and evaluating director candidates, the Governance Committee does not set specific criteria for directors. As expressed in the Governance Committee charter, in nominating candidates, the Governance Committee shall comply with the requirements of the Company’s Bylaws and take into consideration such other factors as it deems appropriate. These factors may include judgment, skill, diversity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. The Governance Committee may use and pay for assistance from consultants, including obtaining background checks, and advice from outside counsel, to assist its review and evaluation.
In evaluating candidates, the Governance Committee considers a wide variety of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each candidate, the Governance Committee takes into account how that candidate’s background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates.
Shareholder Nominations. Shareholders who wish to recommend nominees for consideration by the Governance Committee may submit their nominations in writing to our Corporate Secretary at the address set forth below under “Annual Report”. The Governance Committee may consider such shareholder recommendations when it evaluates and recommends nominees to the Board for submission to the shareholders at each annual meeting. Shareholders proposing nominees for director must comply with the eligibility, advance notice and other provisions of the Company’s shareholder nominations policy. Under the policy, the shareholder must provide timely notice of the nomination to us to be considered by the Governance Committee in connection with the Company’s next annual meeting of shareholders. To be timely, the Corporate Secretary must receive the shareholder’s nomination and the information required in the policy on or before December 30th of the year immediately preceding such annual meeting. A copy of the policy is available on the Investor Relations section of the Company’s website, www.ingrammicro.com.

Contacting the Board and Further Information on Corporate Governance
Any interested person who desires to communicate with the Company’s non-employee directors may so do as follows:
 
confidentially or anonymously through the Company’s Hotline, 1 (877) INGRAM2, or 1 (877) 464-7262; or
by writing to the Board of Directors. The Corporate Secretary will promptly forward such interested person communications so received to the Company’s Board of Directors, to the individual director or directors to whom the communication was addressed or to other appropriate departments or outside advisors, depending on the nature of the concern. Interested persons who wish to communicate directly with the Board of Directors may do so by writing to our Corporate Secretary, Worldwide Legal Department, Ingram Micro Inc., 1600 East Saint Andrew Place, Santa Ana, California 92705.
Our code of conduct, the Guidelines, our shareholder nominations policy and our committee charters are accessible by following the links to “Governance” on the Company’s website at www.ingrammicro.com. Furthermore, upon request to our Corporate Secretary at the address set forth immediately above under “Annual Report”, we will provide copies of our code of conduct, the Guidelines, our shareholder nominations policy and our committee charters without charge.

15


STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the amount of common stock beneficially owned (unless otherwise indicated) by our current directors, our named executive officers as set forth under “Summary Compensation Table” elsewhere in this proxy statement, our current directors and current executive officers as a group, and beneficial owners of more than 5% of our common stock. Except as otherwise indicated, all information is as of March 12, 2014. On March 12, 2014, there were 155,095,455 shares of common stock outstanding (excluding treasury shares).
 
  
 
Common Stock
Name
 
      Shares Beneficially      
Owned
 
 
% of Class (1)    
Directors:
 
 
 
 
 
Dale R. Laurance
 
73,549

(2)(3)
 
*   

Howard I. Atkins
 
63,604

(2)
 
*   

Leslie S. Heisz
 
6,626

(2)(3)
 
*   

John R. Ingram (4)
 
3,397,633

(2)(5)
 
2.2

Orrin H. Ingram II (4)
 
3,501,490

(2)(5)
 
2.3

Linda Fayne Levinson
 
67,216

(2)(3)
 
*   

Scott A. McGregor
 
24,785

(2)
 
*   

Wade Oosterman
 

(2)(3)
 
*   

Michael T. Smith
 
108,950

(2)
 
*   

Joe B. Wyatt
 
219,603

(2)
 
*   

Named Executive Officers:
 
 
 
 
 
Alain Monié
 
154,176

(2)
 
*   

William D. Humes
 
272,457

(2)
 
*   

Shailendra Gupta
 
126,682

(2)
 
*   

Alain Maquet
 
66,540

(2)
 
*   

Paul Read
 
8,434

(2)
 
*   

 
 
 
 
 
 
Executive Officers and Directors, as a group (17 persons)
 
4,271,855

(2)(3)(5) 
 
2.7

 
 
 
 
 
 
Other 5% Shareholders:
 
 
 
 
 
AJO, LP
 
9,641,070

(6)
 
6.2

Entities affiliated with Artisan Partners Limited Partnership
 
10,070,616

(7)
 
6.5

BlackRock, Inc.
 
10,416,390

(8)
 
6.7

Entities affiliated with Donald Smith & Co., Inc.
 
8,135,039

(9)
 
5.3

Entities affiliated with FMR LLC
 
17,565,145

(10)
 
11.3

The Vanguard Group
 
8,810,923

(11)
 
5.7


*
Represents less than 1% of our outstanding common stock.

(1)
Treasury shares are not included when calculating percent of class of common stock.
(2)
The following table shows the number of shares of our common stock beneficially owned by our current directors, our named executive officers and our current directors and current executive officers as a group in respect of: (i) vested options, (ii) options that vest within 60 days of March 12, 2014, (iii) shares of common stock held by Fidelity Management Trust Company as administrator of the Ingram Micro 401(k) Plan, based on information received from such administrator as of December 31, 2013, and (iv) shares of common stock held by New York Life Retirement Plan Services as record keeper and custodian of the Ingram 401(k) Plan administered by The Ingram 401(k) Committee, based on information received from such administrator as of December 31, 2013.

16


Name
 
Vested Options
 
Options Scheduled to
Vest within 60 days of
March 12, 2014
 
Shares Held by
Fidelity Management Trust Company
as Administrator
of the
Ingram
Micro 401(k) Plan
 
Shares Held by
New York Life Retirement Plan
Services as Record Keeper and
Custodian of the Ingram 401(k)
Plan Administered by the
Ingram 401(k) Committee
for Ingram Industries Inc.
Dale R. Laurance
 
43,558

 

 

 

Howard I. Atkins
 

 

 

 

Leslie S. Heisz
 

 

 

 

John R. Ingram
 
33,080

 
3,286

 

 
8,182

Orrin H. Ingram II
 
177,045

 
3,286

 

 
16,942

Linda Fayne Levinson
 
31,676

 

 

 

Scott A. McGregor
 

 

 

 

Wade Oosterman
 

 

 

 

Michael T. Smith
 
41,300

 

 

 

Joe B. Wyatt
 
171,684

 
3,539

 

 

Alain Monié
 
119,310

 

 

 

William D. Humes
 
217,530

 

 

 

Shailendra Gupta
 
25,270

 

 

 

Alain Maquet
 

 

 

 

Paul Read
 

 

 

 

Executive Officers and Directors, as a group (17 persons)
 
1,064,985

 
10,111

 
1,443

 
25,124


(3)
Excludes 162,695, 44,861, 7,450, and 2,962 restricted stock units owned by Dr. Laurance, Ms. Heisz, Ms. Levinson, and Mr. Oosterman, respectively, which are vested, but for which settlement is deferred and will not occur within 60 days of March 12, 2014.
(4)
Mr. J. Ingram and Mr. O. Ingram are trustees of the E. Bronson Ingram QTIP Marital Trust (the “QTIP Trust”), and accordingly each can be deemed to be the beneficial owner of shares held by the QTIP Trust.
(5)
Includes 3,099,259, 3,099,259 and 3,099,259 shares, for Mr. J. Ingram, Mr. O. Ingram, and all executive officers and directors as a group, respectively, which shares are held by various trusts or foundations of which these individuals are trustees or where such individuals could each be deemed to be the beneficial owner of the shares.
(6)
This information was obtained from the Schedule 13G filed with the SEC on February 11, 2014 by AJO, LP, 230 S. Broad St., 20th Floor, Philadelphia, Pennsylvania 19102, representing shares held as of December 31, 2013. AJO, LP reports sole voting power with respect to 5,388,170 shares and sole dispositive power with respect to 9,641,070 shares.
(7)
This information was obtained from the Schedule 13G filed with the SEC on March 24, 2014 by Artisan Partners Limited Partnership (“APLP”), representing shares held as of March 12, 2014. APLP reports shared voting power with respect to 9,827,278 shares and shared dispositive power with respect to 10,070,016 shares, of which Artisan Partners Funds, Inc. (“Artisan Funds”) has shared voting power and shared dispositive power with respect to 7,614,962 shares. Each of Artisan Investments GP LLC, the general partner of APLP (“Artisan Investments”), Artisan Partners Holdings LP, the sole limited partner of APLP and the sole member of Artisan Investments (“Artisan Holdings”), and Artisan Partners Asset Management Inc., the general partner of Artisan Holdings (“APAM”), have shared voting power with respect to 9,827,278 shares owned by APLP and shared dispositive power with respect to 10,070,016 shares owned by APLP. APLP, Artisan Investments, Artisan Holdings, APAM, and Artisan Funds are all located at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202.
(8)
This information was obtained from the Schedule 13G filed with the SEC on January 29, 2014 by BlackRock, Inc. (“BlackRock”), 40 East 52nd Street, New York, New York 10022, representing shares held as of December 31, 2013. BlackRock reports sole voting power with respect to 9,735,061 shares and sole dispositive power with respect to 10,416,390 shares.
(9)
This information was obtained from the Schedule 13G filed with the SEC on February 10, 2014 by Donald Smith & Co., Inc. and Donald Smith Long/Short Equities Fund, L.P., 152 West 57th Street, New York, New York 10019, representing

17


shares held as of December 31, 2013. Each of Donald Smith & Co. and Donald Smith Long/Short Equities Fund, L.P. reports sole voting power with respect to 2,585,184 shares and sole dispositive power with respect to 8,135,039 shares.
(10)
This information was obtained from the Schedule 13G filed with the SEC on February 14, 2014 by FMR LLC ("FMR"), 245 Summer Street, Boston, Massachusetts 02210, representing shares held as of December 31, 2013. FMR reports sole voting power with respect to 3,541,323 shares and sole dispositive power with respect to 17,565,145 shares. FMR’s shares include 14,024,029 shares held by Fidelity Management & Research Company, 245 Summer Street, Boston, Massachusetts 02210, which is a wholly-owned subsidiary of FMR, 220 shares held by Strategic Advisers, Inc., 245 Summer Street, Boston, Massachusetts, 02210, a wholly-owned subsidiary of FMR, and 3,330,870 shares held by Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island, 02917, which is a wholly-owned subsidiary of FMR. Edward C. Johnson 3d, Chairman of FMR, through his voting control of FMR, reports beneficial ownership with respect to 17,565,145 shares.
(11)
This information was obtained from the Schedule 13G filed with the SEC on February 11, 2014 by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19355, representing shares held as of December 31, 2013. Vanguard reports sole voting power with respect to 94,395 shares, sole dispositive power with respect to 8,726,528 shares, and shared dispositive power with respect to 84,395 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 100,244 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 10,000 shares as a result of its serving as investment manager of Australian investment offerings.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that all of our directors and executive officers complied during fiscal 2013 with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.

TRANSACTIONS WITH RELATED PERSONS
The Board adopted the Company’s Related Person Transaction Policy in November 2007, which policy is in writing, to assist the Board in reviewing and taking appropriate action concerning related person transactions and assist the Company in preparing the disclosure that the Securities and Exchange Commission rules require to be included in the Company’s applicable filings as required by the Securities Act of 1933 and the Securities Exchange Act of 1934 and their related rules. This policy is intended to supplement, and not to supersede, the Company’s other policies that may be applicable to or involve transactions with related persons, such as our policies for determining director independence and the Company’s Code of Conduct and Conflicts of Interests policies. The policy covers any financial transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships (including indebtedness and guarantees of indebtedness and transactions involving employment and similar relationships) involving the Company and any director, nominee or executive officer, or any immediate family member thereof, or any 5% or greater beneficial owner of the Company’s voting securities, in each case, having a direct or indirect material interest in such transaction. Any such transaction must be approved or ratified by the Board or a designated committee thereof consisting solely of independent directors, which unless the Board designates otherwise, shall be the Governance Committee of the Board or the Chair of the Governance Committee in between regular meetings of the Committee.

We have entered into an indemnification agreement with each of our directors and executive officers. The indemnification agreements and our certificate of incorporation require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

REPORT OF THE HUMAN RESOURCES COMMITTEE
The following Report of the Human Resources Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Ingram Micro filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this Report by reference therein.
The Human Resources Committee of the Board of Directors has furnished the following report.
The Human Resources Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of the proxy statement with management of Ingram Micro, and based on this review and discussion, recommended to the Board of Directors of Ingram Micro that such “Compensation Discussion and Analysis” be included in Ingram Micro’s proxy statement for the 2014 annual meeting of shareholders for filing with the SEC.


18


 
Members of the Human Resources Committee of the Board of Directors of Ingram Micro Inc.
 
 
 
Linda Fayne Levinson (Chair)
 
Howard I. Atkins
 
John R. Ingram
 
Orrin H. Ingram II


COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis reviews the compensation provided to our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated officers (collectively, the Named Executive Officers, or “NEOs”) as determined under the rules of the SEC and set forth in the Summary Compensation Table. The NEOs for the fiscal year ended December 28, 2013 (or “fiscal 2013”) are as follows:
 
2013 NEOs
 
Position as of December 28, 2013
“Corporate NEOs”:
 
 
Alain Monié (1)
 
Chief Executive Officer (“CEO”)
William D. Humes (1)
 
Chief Financial Officer (“CFO”)
Paul Read (1)
 
President and Chief Operating Officer (“COO”)
 
 
“Regional NEOs”:
 
 
Shailendra Gupta (2)
 
Senior Executive Vice President and President, Ingram Micro Mobility
Alain Maquet (3)
 
Senior Executive Vice President, Corporate
 
(1)
Mr. Monie was President and Chief Executive Officer and Mr. Humes was Chief Operating and Financial Officer (“COFO”) prior to Paul Read resigning as a Board member on September 17, 2013 and joining Ingram Micro as President and Chief Operating Officer on September 30, 2013.
(2)
Mr. Gupta was Senior Executive Vice President and President Ingram Micro Asia Pacific prior to his appointment to Senior Executive Vice President and President, Ingram Micro Mobility, effective August 1, 2013.
(3)
Mr. Maquet was Senior Executive Vice President and President Ingram Micro EMEA prior to his appointment to Senior Executive Vice President, Corporate with his first assignment as President Ingram Micro Latin America, effective August 1, 2013.
Executive Summary
This section provides an explanation and analysis of the decision-making behind the compensation provided to the NEOs for fiscal 2013.
Decisions Regarding Material Elements of Compensation. The following summarizes the decisions of the Human Resources Committee (the “Committee”) regarding the material elements of 2013 compensation, all as further described in this Compensation Discussion and Analysis.

Base Pay Increases.  The Committee met in March 2013 to review the performance of each NEO and determine any base pay changes required to align their target cash compensation with our competitive peer group. As a result, the Committee increased our CEO’s base salary by 5.9% and increased our COFO’s base salary by 5%. Increases were effective June 2013. For our remaining NEOs, Mr. Gupta’s base salary was maintained at 2012 levels, while Mr. Maquet’s base salary increased by 2.35% due to mandatory Belgian indexation required under Belgian law, effective January 1, 2013.
Setting Challenging Targets Under Our Annual Executive Incentive Award Program (“EIAP”). The primary focus of the 2013 EIAP was to successfully integrate the BrightPoint business into Ingram Micro, eliminate redundancies and leverage both companies' strengths for long term growth. To emphasize this focus, all executives had a component of their EIAP tied to each of the businesses.

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Amounts earned by the NEOs under the 2013 EIAP varied from 87.7% to 114.7% of target. The range of 2013 EIAP achievements was a result of mixed performance across the Company with some regions missing and others exceeding the financial metrics set for fiscal 2013. In summary, the Company's 2013 worldwide sales increased by 12%, net income increased by 2% and Earnings Per Share (“EPS”) was flat. The 2013 income and earnings per share were relatively flat with 2012 because of an incremental $28 million non-cash charge for amortization of intangibles in 2013, which was largely driven by our acquisition of BrightPoint, and an incremental $33 million in restructuring, integration and transition costs as we integrated the operations of our recent acquisitions and implemented programs to reduce the cost structure of our organization. Included in these results were the negative impacts on sales resulting from weak economic conditions in Europe and continued sluggish recovery in 2013.
Granting Premium-Priced Options. On November 18, 2013, the Committee granted the CEO a premium-priced stock option award of $5.0 million based on Black-Scholes valuation to incentivize further increases to shareholder value over the next three years. The closing stock price on November 18, 2013 was $23.91 per share in comparison to the exercise price of $26.00. These stock options will vest 33.3% each anniversary through November 18, 2016 and will expire November 18, 2017.
Granting Performance-Based Equity Awards.  The Committee again granted performance-based restricted stock units (“RSUs”) to our NEOs. These RSUs consisted of three separate grants:
(1)
40% of the target grant value would be earned based on achievement of fiscal 2013 pre-tax profitability goals and, to the extent earned, will vest in equal installments in June 2015 and 2016 (“PT RSUs”);
(2)
60% of the target grant value will be eligible for vesting in June 2016 based on achievement of earnings per share, return on invested capital (“ROIC”), and operating income goals over a three-year performance measurement period (2013-2015) (“EPS/OI/ROIC RSUs”); and
(3)
an additional number of RSUs (but no more than the target number of RSUs granted in program 2) may be earned based on the achievement of total shareholder return over a three-year performance measurement period (2013-2015) as compared to a peer index, Total Shareholder Return RSUs (“TSR RSUs”).
The grant value of the performance-based RSUs of all three grants for the NEOs, including our new COO, was between 151% and 566% of their respective base salaries. This value represented the accounting value if the maximum number of RSUs vests. The target grant value of grants (1) and (2) above align award values with those of their peers in our comparator group of companies, reflect individual performance levels and responsibilities, keep stock dilution to a competitive level, and are consistent with the Committee’s desire to place significant weight on long-term performance.
Focus on Long-Term Value Creation. At executive management levels, compensation focuses on long-term shareholder value creation, reflecting the fact that, in conjunction with the Board, Ingram Micro’s NEOs are responsible for setting and achieving long-term strategic goals. In support of this responsibility, compensation is heavily weighted towards equity incentives and other performance-based compensation that rewards long-term value creation for shareholders. The following charts show the CEO and other NEO target and actual annual compensation mix for 2013.

In the tables below, target compensation equals the sum of 1) base salary, 2) target EIAP award, 3) grant date fair value of equity awards assuming target level performance over the measurement period for the EPS RSUs, and 4) grant date valuation of the TSR RSUs (as disclosed in the Summary Compensation Table). The actual compensation replaces target EIAP awards with the value that was actually earned, with the exception of the newly hired COO, whose base salary and annual incentive award were annualized to provide relative comparison to target compensation. The CEO table does not include the grant of special premium-priced options during 2013 since it was a special award granted for reasons described above under “Granting Premium- Priced Options” rather than considered as part of “annual compensation”.


20





21


Pay-for-Performance and CEO Compensation. As illustrated by the above charts, Ingram Micro emphasizes pay-for-performance with performance-based compensation (annual and long-term incentives) constituting 88% of the CEO’s actual total annual compensation and 76% of other NEOs’ total compensation. This performance-based compensation requires the achievement of specific performance targets intended to drive shareholder value over the long term in order for the compensation to be paid. Summarized below is the comparison of the CEO’s total compensation compared to annual TSR over the past three years.
 
Year
 
Annual TSR
 
Change in total CEO compensation earned in year
2013 (1)
 
38.2%
 
5.4%
2012 (2)
 
(7.0)%
 
(1)%
2011 (3)
 
(4.7)%
 
(4.5)%

(1)
Increase in table reflects CEO’s total annual compensation earned during 2013; when the special premium-priced option award is included, CEO compensation increased 77.6%.
(2)
Decrease in compensation is a comparison of current CEO’s total compensation to the prior year's compensation of the former CEO.
(3)
Compensation change is year on year change for the former CEO. However, the former CEO received the first payment of a cash retention bonus in 2011, which was earned based on 2009 performance and continued employment through 2011; when this retention payment is added to his total 2011 compensation, his compensation increased by 9.5% over 2010.
Focus on Best Practices. The Committee periodically examines the Company’s executive compensation practices in an effort to align them with best practices and evolving trends. For example (and as described further below):
 
Executives are subject to significant stock ownership guidelines, including the requirement for executives to obtain permission from the Company before selling shares, even during an open trading period;
A claw-back policy exists that provides for the repayment of incentive compensation in appropriate circumstances;
Different performance metrics are used under the Company’s short-term and long-term incentive plans;
Awards under the Company’s short-term and long-term incentive plans are capped to limit windfalls;
The Company has a policy prohibiting its associates (including our executive officers and directors) from using Company stock in hedging transactions;
None of the Company’s directors or executive officers engage in short sales of Company securities, hold Company securities in a margin account or pledge Company securities as collateral for a loan, and any Company securities transaction requires approval from the General Counsel;
Benefits and perquisites represent a very small proportion of NEO compensation;
The Company’s change in control policy requires a “double trigger” before benefits are paid and does not have any provision for tax gross-ups;
The Committee retains and consults with its independent outside compensation consultant on a regular basis and has sole discretion to engage or terminate its compensation consultants and other advisors.
Effect of Prior Shareholder Say-on-Pay Advisory Vote. In June 2013, our shareholders approved our executive compensation programs, as disclosed in last year’s proxy statement, in an advisory “say-on-pay” vote, with 77.4% of votes cast in favor of approval. While this result did not impact decisions about our 2013 compensation programs, which were already in place by June, we believe the approval of our 2012 compensation programs shows support for the types of programs discussed in this proxy statement and, accordingly, that no material changes to our compensation programs are necessary. The Committee continually evaluates the programs to make sure they are appropriate and in the best interests of shareholders.

Independence of Compensation Consultant. After review and consultation with Cook, the Committee determined that Cook is independent and that there is no conflict of interest resulting from retaining Cook currently or during fiscal 2013. In reaching these conclusions, the Committee considered the factors set forth in the SEC rules.


22


Overall Design and Rewards of the Executive Compensation Program
Design Elements. The Company primarily operates in the extremely competitive, rapidly changing, and low-margin technology distribution industry and is expanding into the higher margin, logistics, mobility and cloud services sectors. The broad objectives and key features of each element of the executive compensation program established by the Company and approved by the Committee are:
Compensation Element
 
Objectives
 
Key Features
Base Salary
 
Links performance and pay by providing competitive levels of base salary for each executive officer based on his or her role and responsibilities within the Company. Used to attract and retain executive talent in a very competitive marketplace.
 
Reflects:
•    Peer median for positions with similar responsibilities and business size.
 
•    An executive’s responsibilities and performance, as demonstrated over time.
 
•    Local country indexation as applicable.
 
 
 
 
 
 
 
Salaries are reviewed annually to ensure they are externally competitive, reflect individual performance and are internally equitable relative to other Ingram Micro executives.
 
 
 
Annual Executive Incentive Award Program
 
Provides incentives to focus executives on the actions necessary to attain the Company’s Board-approved annual business plan.
 
Identifies what is expected for the year from the standpoint of corporate, regional and country results.
 
Links reward to accomplishment of goals within executives’ control and encourages both profitable growth and operating efficiency.
 
Committee 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.
 
Payouts depend on meeting performance targets such as pre-tax profit, return on invested capital, and specified operating objectives over the course of a one-year performance period.
 
Performance targets vary for Corporate NEOs versus Regional NEOs to reflect appropriate differences in our operations within the United States and abroad.
 
 
 
Equity-Based Long-Term Incentive Award Program
 
Aligns the long-term goals of our executives with those of our shareholders to increase shareholder value.
 
Rewards stock price appreciation and ties wealth accumulation to performance.
 
Encourages retention through the overlapping of multi-year performance periods.
 
Committee reviews competitive, market-median and historical award values for each NEO and the individual performance of each NEO to establish the equity-based award values.
 
Payouts depend on meeting performance targets such as pre-tax profit, total shareholder return, return on invested capital or earnings per share results over the performance measurement period.
 
 
 
 
 
Benefits and Perquisites
 
Provide conservative levels of nonperformance-based compensation.
 
In general, our NEOs participate in the Company’s broad-based health and welfare, life insurance, disability and retirement programs for management employees.
Design Principles. Ingram Micro believes a major portion of NEO compensation should be at risk and subject to the financial performance of the Company. The only guaranteed forms of NEO compensation are base salaries, benefit programs and perquisites that are generally available to all management associates. The remainder of compensation must be earned through the attainment of predetermined financial or strategic performance objectives or share price appreciation. Compensation programs are designed to align the financial interests of our NEOs with those of our shareholders by providing appropriate near- and long-term financial incentives that reward executives for achieving objectives that enhance shareholder value. Our key design principles include:
1.
Target executive compensation with reference to the market median (50th percentile) for each element of pay and in total to be competitive with other employment opportunities.
A competitive compensation program is critical in attracting, retaining and motivating the Company’s senior leadership in order to achieve its long-term business and financial objectives.

23


The Company benchmarks executive officer compensation annually against survey data from Mercer’s Executive Benchmark Database covering general industry companies with annual revenues between $6 billion and $24 billion, as well as a comparator peer group of 37 publicly traded companies in four related industries (Technology Distributors, Electronic Equipment Manufacturers, Logistics and Health Care Distributors, and Retailers and Other Companies), to assess the competitiveness of total compensation and pay mix. This comparator peer group is a closer match to the market capitalization of the Company than the general industry data. The following peer group is the same as was used for benchmarking purposes for the prior year, except that BrightPoint was removed due to our acquisition of it in October 2012:
Technology Distributors
 
Electronic Equipment
Manufacturers
 
Logistics and Healthcare
Distributors
 
Retailers and Other
Companies
•    Anixter Int’l
•    Arrow Electronics
•    Avnet
•    Insight Enterprises
•    ScanSource
•    SYNNEX
•    Tech Data
 
•    Agilent Technologies
•    AVX
•    Celestica
•    Flextronics Int’l
•    Itron
•    Jabil Circuit
•    Mettler-Toledo
•    Molex
•    Vishay Intertech
 
•    AmerisourceBergen
•    C.H. Robinson
•    Henry Schein
•    McKesson
•    Owens & Minor
•    Pacer Int’l
•    Patterson Companies
•    PSS World Medical
•    UTi Worldwide
 
•    AECOM Tech
•    Ashland
•    AutoNation
•    Grainger (WW)
•    Lexmark
•    Office Depot
•    O’Reilly Automotive
•    Oshkosh
•    Timken
•    United Stationers
•    Wesco Industries
•    Williams-Sonoma

This comparator peer group was selected by taking certain measures into consideration and is summarized in the following table:

Size: Companies with market capitalization that generally range around Ingram Micro’s market capitalization.
Business Focus: Publicly traded companies with representation weighted towards distribution and other related industries with which we compete for executive talent.
Consistency: The peer group should be relatively stable and preferably be multi-national companies.
 
2013 Comparator Peer Group
Data as of December 31, 2012 ($ in millions)
 
Revenue*
 
Market Cap
 
Employees
75th percentile
$
10,957

 
$
5,255

 
21,400

Median
6,764

 
2,837

 
15,000

25th percentile
3,827

 
1,489

 
8,300

Ingram Micro
41,931

 
2,282

 
19,508

* Twelve-month revenue as of December 31, 2012

Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of executive officers. For 2013 compensation decisions, management engaged Mercer to collect and report the general industry survey data which was then reviewed by Cook, the Committee’s independent outside advisor. Due to the unique revenue characteristics of a distribution business (e.g., high revenues at low margins), revenue is not directly comparable to general industry benchmarks. As a result, general industry market data was used for companies with significantly lower revenues than Ingram Micro. Cook provided the Committee with its own analysis and conclusions to be drawn from the data and advised the Committee on setting appropriate compensation levels for Ingram Micro’s NEOs, including our CEO.
Cook’s compensation report examined the competitiveness of Ingram Micro’s executive compensation programs in total and by each element of compensation (base pay, annual incentives, and long-term incentives). In doing so, the value of each of Ingram Micro’s NEO’s compensation elements was compared to median information available from the defined comparator group. Benefits and perquisites were not included in the 2013 report as they represent a small portion of our executive officers’ total remuneration.
2.    Internal pay equity is important. Balancing competitiveness with internal equity helps support management development and movement of talent worldwide throughout Ingram Micro. Differences in actual compensation between employees in similar positions will reflect individual performance, future potential and business results. This effort also helps Ingram Micro promote talented managers to positions with increased responsibilities and provides meaningful developmental opportunities.

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3.    Pay-for-Performance. Ingram Micro emphasizes pay-for-performance, as indicated by the charts above under “Focus on Long-Term Value Creation”, which show that 87% of the CEO’s total target annual compensation and 76% of the other NEOs’ total target compensation is performance-based. This performance-based compensation requires the achievement of specific performance targets intended to drive shareholder value over the long term in order for the compensation to be paid.
What is Rewarded. Executive compensation is designed to reward achievement of targeted financial results and individual performance. Our performance metrics are generally based on financial results, excluding restructuring charges, integration and transition costs directly related to acquisitions and implementation of cost-reduction programs and the impacts of any unplanned acquisitions. These metrics are regularly used by our management internally to understand, manage and evaluate our business and make operating decisions. The following table defines each performance metric used as an executive incentive measure, and states why the metric was selected and the compensation programs which use that metric.
Metric
 
Definition
 
Why Selected
 
Pay Programs
Earnings Per Share (“EPS”)
 
EPS is defined as net income divided by weighted average number of diluted shares outstanding.
 
EPS is widely tracked and reported by analysts and used as a measure to evaluate Ingram Micro’s performance. EPS growth is used in recognition of both the effect it can have on Ingram Micro’s stock price and the prevalence of its use by other companies.
 
Equity-Based Long-Term Incentive Award Program
 
 
 
 
Pre-tax Profit (“PT”)
 
PT is based upon results reported under generally accepted accounting principles. Exclusions of any items from the calculation of PT must be pre-approved by the Committee.
 
PT is considered an important performance measurement to ensure focus on profitability.
 
Annual Executive Incentive Award Program
Equity-Based Long-Term Incentive Award Program
 
 
 
 
Return On Invested Capital (“ROIC”)
 
ROIC is defined as operating income, net of income taxes calculated based on Ingram Micro’s applicable effective tax rate for the fiscal year, divided by the average invested capital for the fiscal year. Average invested capital is equity plus debt less cash and cash equivalents at the beginning of the performance period and at the end of each quarter therein.
 
ROIC provides a measure of the efficiency with which Ingram Micro invests its capital in the business. ROIC incorporates elements of both profit generation and the capital invested in the business and provides a meaningful gauge of the level of overall shareholder value generation when compared to the weighted average cost of capital.
 
Annual Executive Incentive Award Program Equity-Based Long-Term Incentive Award Program
 
 
 
 
 
 
 
Individual performance is assessed via the Performance Management Process (“PMP”)
 
PMP is designed to establish specific objectives for associates related to overall Ingram Micro goals and help them understand their role in meeting these objectives. Objectives are established for specific initiatives, major responsibilities key to their position, critical competencies, and individual developmental requirements.
 
PMP is an effective tool in assessing performance against individual goals. Once Ingram Micro objectives are established, salaried associates (including NEOs) set individual objectives aligned with the Company’s strategic direction. At year end, salaried associate performance is assessed against established goals and executive competencies and behaviors.
 
Base Salary
Equity-Based Long-Term Incentive Award Program
Annual Executive Incentive Award Program
 
 
 
 
Total Shareholder Return (“TSR”)
 
TSR is the increase (or decrease) in stock price plus any dividends paid over a period of time divided by the market stock price at the beginning of the period.
 
To increase focus on TSR and increase value to our shareholders.
 
Equity-Based Long-Term Incentive Award Program

Elements of Compensation
The elements of NEO compensation are annual base salary, annual bonus, long-term equity-based incentives, benefits and perquisites. The mix and proportion of these elements to total compensation is benchmarked annually against the survey median data and peer group of comparator companies for each NEO. The Committee, at its sole discretion, may make changes to the mix or relative weighting of each compensation element. The Committee is provided tally sheets that itemize the total compensation

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package of each NEO and takes 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.

How Designed and Determined
Base Salary. Each NEO is eligible for an annual salary review. The Committee reviews and takes into consideration recommendations for changes to base salaries of NEOs and other Section 16 reporting officers from our CEO (except with respect to his own compensation) and Cook. Our CEO’s recommendations are based on a number of considerations, including the executive’s scope of responsibilities within the organization, his personal assessment of the executive’s performance and overall contribution to the achievement of Ingram Micro’s short-term and long-term objectives, the executive’s performance in relation to individual performance objectives established during the PMP, the executive’s pay history, the executive’s current salary versus the competitive median levels reported by the peer group of companies and market surveys, internal equity considerations and Ingram Micro’s overall Company performance. However, there is no set formula or weighting assigned to these factors. Our CEO discusses his recommendations with Cook and the Committee, but the Committee in executive session makes a final determination of base pay for each NEO upon completion of these discussions.
Our CEO’s salary is determined by the Committee based on its review of his overall performance, data on competitive compensation levels for CEOs in the comparator group of companies, proxy information for direct competitors and market surveys, as well as Ingram Micro’s overall performance. These considerations are discussed among the Committee members and Cook in executive session of the Committee. No members of management are present during these deliberations.
The Committee met in March 2013 and determined the annual merit increase appropriate for each NEO, effective the first pay period in June 2013. As previously discussed, the Committee increased our CEO’s base salary by 5.9% and approved a 5% increase for our COFO as a result of each of their performance and to align their target cash compensation with competitive peer group. The other NEOs did not receive an increase in June 2013 as salaries were deemed sufficient and Mr. Maquet had already received a legally-mandated 2.35% increase in January of that year. Mr. Read’s salary was determined based on the above factors when he joined the company.
2013 Annual Executive Incentive Award Program. Each NEO has a cash incentive target established by the Committee as a percentage of base salary, 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).
 
 
Target Annual Incentive as % of
Annual Base Salary
 
2013
Mr. Monié
150%
Mr. Humes
90%
Mr. Gupta
70%
Mr. Maquet
70%
Mr. Read
100%
 
The Committee established performance targets required to fully fund a $5 million bonus pool under the 2013 EIAP within the first 90 days of the 2013 fiscal year. This pool was fully funded since the company achieved a PT of more than the required performance of $200 million or more in fiscal year 2013. The Committee exercised negative discretion to determine the final amount of the bonus pool for each Section 162(m) officer (all of our NEOs other than Mr. Humes) and did not approve a full payout of the bonus pool. In determining and approving the final bonus amount for each Section 162(m) officer, the Committee took into consideration: the financial performance against pre-established objectives for the business that each 162(m) officer was responsible for; the overall company performance; improvement in stock price; and the Section 162(m) officer’s individual performance against pre-established objectives. Our CEO’s 2013 EIAP payment was based on the Company’s PT and ROIC performance against the 2013 plan, the improvement in stock price and his achievement of delivering above expectations on the following strategic objectives: EPS and ROIC improvement, successful execution of BrightPoint integration to deliver and leverage cost synergies between companies and the increase in the Company’s market capitalization in new businesses while increasing profitability of two specific country operations within our distribution operations.


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As a result of the Committee’s detailed assessment, each 162(m) officer earned award payments under the 2013 EIAP from the bonus pool as follows:
Section 162(m) Bonus Pool
 
Total % of Target Incentive
Total EIAP Award ($)
Mr. Monié
 
109.3%
1,437,978
Mr. Gupta
(1)
114.7%
538,329
Mr. Maquet
(2)
87.7%
355,407
Mr. Read
(3)
100%
161,539
Total EIAP to 162(m) Officers
 
 
2,493,253

(1) Mr. Gupta’s award took into consideration the performance of the Asia Pacific region distribution business, the performance of the worldwide mobility business and the Company’s overall financial performance.
(2) Mr. Maquet’s award took into consideration the performance of the European region distribution business, the European mobility business, Latin America region business and the Company’s overall financial performance.
(3) Mr. Read’s award was guaranteed, upon hire, to be at minimum a payment of the target amount because he was hired late in the year.

Mr. Maquet also received a discretionary bonus of $121,178 in recognition of his contribution to European integration of BrightPoint and smooth transition of a successor for the Company’s European region distribution business.

As the CFO, Mr. Humes is not considered a 162(m) officer so he was not eligible for an award from the above Section 162(m) bonus pool. The 2013 EIAP for Mr. Humes required the achievement of PT, ROIC and strategic objectives over the full fiscal year in order for Mr. Humes to receive his target annual incentive. These metrics drive a focus on growing PT while balancing ROIC and an effective implementation of key strategies. As illustrated by the following chart, Mr. Humes had 70% of his EIAP tied to the Company’s PT and ROIC performance, with the remainder tied to specific strategic objectives that focus on growth opportunities as further described below.
 
 
Weighting of Annual Incentive
 
Overall  Company
Results
 
Weighted Roll-Up of
Country Results
 
Strategic Objectives
Mr. Humes (1)
21%
 
49%
 
30%
 
(1)
Mr. Humes’ EIAP is weighted 70% to financial results (of which 30%, or 21% of his total EIAP, is tied to overall company results and 70%, or 49% of his total EIAP, is tied to the weighted roll-up of country results) and 30% to strategic objectives.
The 2013 program required a minimum level of PT performance before any award could be earned and this award could be increased or decreased based on the management of ROIC. The maximum award earned for significant over achievement of performance against PT is 200% of the target award value.
After the potential award based on PT is calculated, ROIC is used as a modifier to decrease or increase the payout. In order to emphasize the improvement of ROIC, the PT award achievement is increased or decreased by 50 percentage points. This will result in rewarding or penalizing for ROIC improvement or degradation in 2013 versus plan. The upside with increased ROIC is slower than the downside with degradation. The standard ROIC achievement formula is 0.7*(ROIC 2013-Plan ROIC)/ROIC 2013. The ROIC achievement is then applied to the PT achievement to determine total achievement. The total EIAP payment is capped at 220% of target.
Mr. Humes was given additional strategic objectives requiring him to ensure successful implementation of key global projects. In determining that Mr. Humes should receive 106.7% of the target award value for the strategic objective component of Mr. Humes’ EIAP, the Committee particularly recognized Mr. Humes’ successful implementation of key global projects to strengthen the Company’s Cloud and Logistics businesses, capital structure, financial controls and BrightPoint integration.


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The following chart illustrates the calculation of the overall Company achievement and weighted roll-up achievement that together make up the worldwide financial achievement under the 2013 EIAP. The total financial award earned = A + B + C = 91.1% of Target Award.
2013 EIAP Achievement:
 
Overall Company Results
 
Minimum
 
Target
(Plan)
 
Maximum
 
Actual
A. Consolidated Worldwide PT Target and Results (000)
 
$388,604
 
$518,139
 
$673,580
 
$495,764(1)
% of Incentive Award Earned
 
50.0%
 
100.0%
 
200.0%
 
91.4%
+  B. Worldwide ROIC Modifier Target and Results
 
5.5%
 
9.5%
 
33%
 
9.532%
% Modifies Incentive Earned in “A”
 
(50)%
 
—%
 
50%
 
0.2%
=A + B = Total Company Results = % of
Incentive Award Earned
 
 
 
 
 
 
 
91.6%
30% Weighted Achievement of Overall Company Results:
 
 
 
 
 
 
 
x 30%
27.5%
 
 
 
 
 
 
 
 
 
+  C. Weighted Average Earned Award of
Each Country Worldwide
 
2013 Plan  Revenue
Weighting
 
70% Weighted  Achievement
 
 
 
% of Incentive
Award Earned
North America
 
50.0%
 
32.8%
 
 
 
 
Europe
 
26.0%
 
15.0%
 
 
 
 
Latin America
 
5.3%
 
3.9%
 
 
 
 
Asia Pacific & Middle East
 
18.7%
 
11.9%
 
 
 
 
Total Region Weighted Average Component
 
100.0%
 
63.6%
 
 
 
63.6%
Worldwide Financial Achievement % of Target Earned Incentive Award:
 
63.6% + 27.5% = 91.1%
 
(1)
PT for worldwide and regional results excludes the impact of material acquisitions and other costs as outlined in the program, consisting primarily of reorganization, integration and transition costs associated with the integration of our acquisitions and the implementation of profit enhancement programs. Incentive awards for PT achievement between the specified minimum, target and maximum are interpolated on a straight-line basis. The PT achievement is subject to a ROIC positive or negative factor as noted above.
Non-162(m) Officer. Under the terms of the 2013 EIAP, Mr. Humes earned award payments as follows:
 
2013
 
Region
 
Worldwide
Financial
Achievement
 
Strategic
Objectives
Achievement
 
Total %  of
Target
Incentive
 
 
 
 
(70)%
 
(30)%
 
 
Mr. Humes
 
Worldwide
 
91.1%
 
106.7%
 
95.8%

The Company does not disclose regional PT or ROIC target goals because of its conclusion that disclosure of such goals is not material to an understanding of the compensation program applicable to its NEOs and that competitive harm would result from their disclosure. Like the overall PT and ROIC goals disclosed above, the regional goals are set at levels where achievement of the target award is intended to be challenging, yet realistically possible.

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Equity-Based Long-Term Incentive Award Programs
2013 Performance Awards. For 2013, the Committee decided to continue its practice of granting only performance-vesting RSUs to the executive officers on the first trading day of June to better align with the performance management process. Each RSU entitles an executive to one share of Company stock if and when the RSU becomes both earned and vested. The Committee’s determination of individual values of the RSU awards with respect to NEOs, other than the CEO, was based on its evaluation of recommendations by the CEO that included the review of competitive data, market median, long-term incentive award values for each NEO and the individual performance of each NEO. With respect to the CEO, the Committee, in its sole discretion, determined the long-term equity value for the CEO by considering the CEO’s performance and comparative peer group information. During this process the Committee consulted with its outside advisor, Cook. As a result of individual performance, the target grant values for the NEOs were generally between the 50th and 75th percentile.

This target value was delivered to the NEOs in the form of RSU grants tied to two different programs: 40% of the target value in RSUs tied to 2014 PT goals (the “PT RSUs”) and 60% to the achievement of EPS, OI and ROIC goals (the “EPS/OI/ROIC RSUs”). The target dollar value granted for the NEOs ranged from 151% to 566% of their respective base salaries. More details of these two programs are provided below.

In the event certain performance conditions are met by the end of the measurement period, the Committee provided the opportunity for the NEOs to receive additional shares. These additional shares are possible under a combination of the EPS/OI/ROIC and the relative TSR RSUs (the “TSR RSUs”). Because part of the upside opportunity is provided by relative TSR RSUs, accounting rules require the maximum opportunity that can vest under this program to be valued on the date of grant. The accounting value of the TSR RSUs is shown in the table below under “Upside Value at Grant” and included in the valuation of stock awards in the “Summary Compensation Table” later in this document. If 50% or less of the TSR RSUs vest, then up to 150% of the EPS/OI/ROIC RSUs may vest if certain performance is achieved. More details of the TSR program are provided below.
 
2013 Annual Equity-Based Long-Term Incentive
Award Program Grant Values
 
Actual Value at Grant for
Target Award (1)
 
Upside Value at Grant
TSR Awards (2)
Mr. Monié
$
3,922,389


$
1,044,598

Mr. Humes
1,600,000

 
426,105

Mr. Gupta
800,000

 
213,057

Mr. Maquet
760,000

 
202,397

Mr. Read
1,653,736

 
466,740

 
(1)
Value at grant is based on the grant date fair value of $19.06 per unit on June 3, 2013 with respect to all NEOs except for Mr. Read. The value of Mr. Read's grant is based on the grant date fair value of $23.64 per unit on October 1, 2013. Mr. Read’s target grant was prorated to reflect his start date.
(2)
The grant date value of the TSR RSUs was $8.46 per unit, except for the grant to Mr. Read, which was $11.12 per unit. More details of this accounting value can be found in the Summary Compensation Table footnotes below.
With the approval of the Committee, grants of equity may also be awarded to the NEOs at other times during the year upon their initial employment with the Company or promotion within the organization. In such cases, as with Mr. Read’s new hire grants in 2013, the effective date of the grant will be the first trading day of the month that follows the Committee’s approval and the effective date of employment or promotion.
 
The RSUs discussed above were granted to the NEOs in June 2013 (or in the case of Mr. Read, upon his hire as COO) with the goals and target dollar values approved by the Committee within the first 90 days of the fiscal year.
(1) PT RSUs. The PT RSUs are eligible to be earned based on the achievement of fiscal 2013 PT goals, with vesting of any earned amount in equal installments in June 2015 and June 2016. The Committee certified on March 3, 2014 that the 2013 PT result exceeded the predetermined target level ($75 million), resulting in 100% of the PT RSUs becoming eligible for vesting on the following schedule: 50% on June 1, 2015, and 50% on June 1, 2016 as long as the participant is employed in good standing on the vesting date (other than due to specified conditions such as death or termination without cause).
(2) EPS/OI/ROIC RSUs. The EPS/OI/ROIC RSUs are eligible to be earned based on EPS, OI and ROIC achievement over a three-year period (fiscal 2013-2015). To the extent the Company achieves specific EPS, OI and ROIC results at the end of the three year measurement period, the earned portion of the RSUs will fully vest on June 1, 2016 (or at the time of the Committee’s certification of the EPS, OI and ROIC performance for fiscal year 2015, if later) if the NEO remains employed by the Company

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on the vest date (other than due to specified conditions such as death or termination without cause). The Committee believes the targets were set with appropriate levels of difficulty for the three-year performance measurement period. The maximum number of EPS/OI/ROIC RSUs available to vest under this 2013 program will be capped at 150% of the target number of units; however, the maximum number of RSUs available to vest, when combined with the TSR RSUs, is the combined number of RSUs granted.
 
  
 
% of Target Award That Vests
on June 1, 2016
Performance over fiscal years 2013 – 2015
 
Threshold
 
Target
 
Maximum
EPS achievement
 
12.5%
 
50%
 
100%
OI achievement
 
5.0%
 
20%
 
40%
ROIC achievement
 
7.5%
 
30%
 
60%
Combined payout %
 
25%
 
100%
 
200% for each metric but capped at 150%; or 100% if TSR fully pays out
(3) TSR RSUs. For 2013 grants, the Committee requires the Company’s three-year TSR to exceed a three-year TSR peer index in order for any RSUs to be earned under this award. Achievement of TSR below the index results in an award of 0% of TSR RSUs, and the maximum award for Ingram Micro TSR significantly exceeding peer group TSR is 100% of the TSR RSUs. The earned portion will vest on the third anniversary of the date of grant as long as the participant is employed in good standing on the vesting date (other than due to specified conditions such as death or termination without cause). The combination of the EPS/OI/ROIC RSUs with the TSR RSUs has the opportunity to have a total combined payout of 200% of the target level associated with the EPS/ROIC RSUs, similar to previous years.
(4) Special Option Grant to CEO. Furthermore on November 18, 2013, the Committee granted the CEO a premium-priced Stock Option Award of $5.0 million based on Black-Scholes valuation to encourage his commitment to further increasing shareholder value over the next three years. In order to focus the award on increasing shareholder value, the Committee approved an exercise price of $26.00 which is higher than the closing stock price on the grant date ($23.91). These stock options will vest 33.3% each anniversary through November 18, 2016 with expiration at the end of November 18, 2017.
(5) New Hire Equity Grant to Mr. Read. The above table does not include the new hire grant to Mr. Read of $250,000 of time-vested RSUs upon Mr. Read joining Ingram Micro as President and Chief Operating Officer which will vest on October 1, 2014. In addition to receiving performance awards as described above, he received this time-based equity award as a signing award in order to incentivize him to accept our offer while still tying the value of this new-hire award to our stock price performance.
Performance Awards from Prior Years. As previously disclosed, the 2011 Executive Long-Term Performance Share Program (EPS/ROIC RSUs) had a three-year performance measurement period (January 2011 – December 2013). In establishing the 2011 program, the Committee determined that any related costs, benefits and invested capital from a material acquisition in the final year of the measurement period should be excluded from the calculation of EPS and ROIC results. In addition, the Committee determined that restructuring, integration and transition costs directly related to the integration of our acquisitions and implementation of cost reduction programs as well as noncash amortization of acquired intangible assets should be excluded. Based on these exclusions, the three-year EPS compound annual growth rate was 3.8% and the three-year average ROIC was 11.1% for the measurement period. These results exceeded the minimum requirements and thus resulted in the combined achievement level under the plan of 17.8% of the target 2011 EPS/ROIC RSUs being earned (vested) by the participants, including the NEOs, who met the employment requirements of the award. Vesting of the earned shares occurred on March 3, 2014, upon the certification of the results by the Committee.

Stock Ownership and Retention Policy; Policy against Hedging Transactions
Our stock ownership and retention policy requires our Section 16 reporting officers to achieve holdings of Ingram Micro common stock with a value equal to three to six times their base salary. The multiple is determined by salary grade. The CEO’s target is six times his base salary. The target for the other NEOs is four times their base salaries. NEOs are not required to reach their share ownership target level by a specific date. Instead, until the ownership requirement is met, they are required to retain 50% of their net after-tax shares resulting from the vesting of all restricted stock or RSU awards and 50% of the net after-tax shares resulting from the exercise of stock option awards. Shares owned include: shares held by the executive directly or through a broker, shares held jointly by the executive and his/her current spouse, shares held by the executive’s current spouse, shares held by the executive’s dependent children, shares held by the executive in a custodial account or irrevocable trust, and shares held by the executive in the Ingram Micro 401(k) Plan. Vested stock options do not count toward satisfaction of the ownership requirement. As of December 28, 2013, the named executive officers had not yet achieved their share ownership target level.

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The Company’s Insider Trading Policy and Executive Stock Ownership and Retention Policy provides that shares of Ingram Micro stock shall not be made subject to a hedge transaction or puts and calls. None of the Company’s directors or executive officers engage in short sales of Company securities, hold Company securities in a margin account or pledge Company securities as collateral for a loan.

Compensation Recovery Policy
The Committee adopted a Compensation Recovery Policy in January 2010. This policy, commonly referred to as a “clawback” policy, authorizes the Company to recover annual or long-term incentive compensation earned and received or realized in the previous 36 months by the NEOs, other Section 16 reporting officers and the Vice President of Internal Audit (each a “Covered Employee”) in the event of a “recoverable event” (as defined in the policy). A recoverable event includes a covered employee’s engagement in certain conduct that is detrimental to Ingram Micro, or the grant, vesting and/or payment of “incentive compensation” (as defined in the policy), or the calculation of the magnitude of any such incentive compensation, that is based on materially inaccurate financial results or performance metrics.
Under the policy, Ingram Micro’s Board of Directors or the Committee, may, in its sole discretion, take any or all of the following actions upon its determination that a recoverable event has occurred with respect to a Covered Employee: (i) cause the Covered Employee to forfeit any unvested incentive compensation as of the recoverable event, (ii) cause the Covered Employee, regardless of prior vesting, to forfeit any unpaid incentive compensation as of the recoverable event, and/or (iii) recover any and all incentive compensation earned and received or realized by the Covered Employee during the period commencing on the date of the occurrence of the recoverable event and ending on the date on which it determines that the recoverable event has occurred, but not to exceed the 36-month period preceding the date of such determination (with interest).
This policy is applicable to our short-term and long-term incentive award programs adopted by the Company for its executive officers and other key employees designated by the Committee as Covered Employees.

Severance Recoupment Policy
Ingram Micro has instituted a policy that stipulates that if an executive officer receives any severance payments or other benefits under the Executive Officer Severance Policy and the Company subsequently determines that the executive officer had engaged in conduct which constituted “cause” for the termination of his employment by the Company, the executive officer is obligated to reimburse the Company 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 the Company for “cause”, including interest.

Benefits and Perquisites
We do not use benefit programs or perquisites as a primary compensatory element or as an enhancement to executive officer compensation. In general, our executive officers participate in Ingram Micro’s broad-based health and welfare, life insurance, disability, and retirement programs for management employees. Perquisites are generally limited to home or mobile office computer and telecommunications equipment and services and a periodic health examination provided by the Company.
For U.S. executive officers, the Company offers participation in a 401(k) plan with Company matching contributions as the only qualified retirement program. In addition, Ingram Micro offers certain U.S. highly compensated employees, including the NEOs based in the U.S., 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, which were reduced or limited by the Internal Revenue Code (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 2013, the Company’s matching contribution was equal to 50% of the first 5% of eligible compensation deferred under the Ingram Micro 401(k) Plan and Supplemental Plan.
Mr. Gupta is an Indian citizen and receives a retirement contribution of 15% of base salary each year. The Company contributes the maximum amount into the Singapore Central Provident Fund under his name and the remainder is paid to him in cash. The amount of this payment in 2013 is noted under “All Other Compensation” in the “Summary Compensation Table” elsewhere in this proxy statement.
Mr. Maquet is a French citizen and continued to participate in the French social insurance programs to which the Company contributed in 2013. As part of his expatriate assignment to Belgium, the Company agreed to pay him what he would have received under the Ingram Micro France SARL profit sharing program had he remained an employee of Ingram Micro France SARL. The amount of the profit sharing program payments in 2013 is noted under “All Other Compensation” in the “Summary Compensation Table” elsewhere in this proxy statement. Mr. Maquet accepted a transfer of employment to the United States effective August

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1, 2013 whereby he was not tax-equalized to France and no longer participated in the French profit share program after the date of this transfer.
Relocation Assistance and Expatriate Assignment Arrangements
As an international company, we recruit executives globally. We also provide career development opportunities and promotions by moving our executives to locations throughout the world. We have an International Expatriate Assignment Policy applicable to associates working for Ingram Micro who are transferred from their home country of residence and placed on an international assignment for a specified period of time and whom management has approved to be covered by this policy. We generally provide assistance relating to such relocation, including travel costs, home leave for the associate and the associate’s family, reimbursements for necessary work and residency permits, disposition of home country automobile, transportation, storage of household goods and personal effects, cost of living allowances, relocation and housing assistance, reimbursements for customary and reasonable transaction expenses, dependent education costs, and tax preparation services for home and host country income tax filings.
In addition, Ingram Micro’s International Assignment Tax Equalization Policy is intended to eliminate tax inequities or benefits that normally result from accepting a temporary expatriate foreign assignment. Ingram Micro associates covered under this policy will be provided tax equalization benefits. Accordingly, such associate will not recognize any income tax-related financial losses or gains as a result of an international assignment. Part of this tax protection requires that the Company pay the tax on some of the allowances in order for the associate to receive the full allowance that is meant to cover his or her actual expense. In order to ensure that the associate pays no more or no less tax as a result of an international assignment, the associate will be responsible for a “stay-at-home” tax liability, an estimate of the home country tax the associate would have paid had he or she remained in the home country. To assist the associate in meeting the stay-at-home tax liability, an estimated amount of tax is withheld from the associate’s pay each pay period (hypothetical tax) if the stay-at-home country is a tax withholding country. In general, if upon final determination of the associate’s actual stay-at-home tax for a given tax year, the total actual stay-at-home tax exceeds the hypothetical tax that was withheld from the associate’s pay for that tax year, the associate will reimburse Ingram Micro for the difference. If the actual stay-at-home tax is less than the associate’s hypothetical tax withheld, Ingram Micro will reimburse the associate for the difference.
In his role as Senior Executive Vice President and President of the Company’s EMEA Region through July 31, 2013, Mr. Maquet, a French citizen, received benefits under the Company’s International Assignment Tax Equalization Policy. As an expatriate to Belgium, Mr. Maquet was tax-equalized to France for all components of his compensation except equity and participated in the French social programs (medical, unemployment, and pension benefits). He received a housing allowance, dependent children education reimbursement, transportation allowances, and Belgium representation pay as reported under the “Other Compensation” column in the “Summary Compensation Table” elsewhere in this proxy statement. To ensure Mr. Maquet receives the full value of the allowances tied to his Belgium assignment, these payments are tax-equalized and the Company pays the local taxes due on these payments. Effective August 1, 2013, Mr. Maquet was appointed Senior Executive Vice President, Corporate. With this appointment, Mr. Maquet received a package to relocate him and his immediate family to the United States. He received one year of dependent children education reimbursement and was otherwise put on a local United States package. Any income earned while in the European role continues to be tax-equalized to France. The Company agreed to provide professional tax preparation services to prepare Mr. Maquet’s United States, French and Belgium tax returns through 2016 in order to apply any tax equalization arrangement that was in effect during his assignment in Belgium which may continue to be applied to his earned income prior to his transfer to the United States in August 2013.

Executive Retiree Medical Program
The Company maintains a U.S. Executive Retiree Medical Program (“Retiree Medical”). The Retiree Medical allows all U.S.-based executives, who are at least age 55 with 10 or more years of service or at least age 60 with 5 or more years of service, and their enrolled dependents, to continue participation in the Company’s fully insured plan upon departure from the Company. The participant in the Retiree Medical is responsible for 100% of the applicable insurance premiums for their enrolled dependents and themselves and may only participate until the retiree or participating dependent becomes eligible for coverage under another employer’s medical care plan or Medicare benefits. Mr. Maquet is eligible for this benefit in the event of his retirement from the Company.


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Change in Control and Termination of Employment Arrangements
Change in Control Policy. In September 2010, the Committee adopted the Company’s Change in Control Policy (the “CIC Policy”), which applies to all of our NEOs. The CIC Policy is intended to provide eligible officers of the Company with reasonable financial security in their employment and position with the Company, without distraction from uncertainties regarding their employment created by the possibility of a potential or actual change in control of the Company. The CIC Policy is a “double-trigger” policy in that it entitles a participant to severance benefits (including accelerated vesting of equity awards) in the event the participant’s employment terminates under specified circumstances in connection with, or within 24 months following, a change in control, subject to the participant’s execution of a release and covenant agreement satisfactory to the Company. The CIC Policy also provides that, if equity awards are not assumed or substituted in a change in control, the equity awards will become fully vested and any performance targets for uncompleted performance periods shall be treated as satisfied at target. A summary of the terms and conditions of the CIC Policy, including a detailed description of the severance benefits and estimated values of these benefits, is set forth under “Potential Payments on Termination or Change in Control” elsewhere in this proxy statement. The CIC Policy does not provide for any tax gross-up to participants.

Executive Officer Severance Policy. The Executive Officer Severance Policy (the “Severance Policy”) applies to our CEO and our executive officers elected by the Board of Directors (which includes all the NEOs). Under the terms of the Severance Policy, executive officers are entitled to severance benefits if their employment is terminated by the Company without “cause” outside of the change in control context and certain conditions are satisfied. In such cases, subject to the execution of a release and covenant agreement satisfactory to the Company, eligible executive officers will be entitled to the severance benefits described in “Potential Payments on Termination or Change in Control” elsewhere in this proxy statement. The Committee believes the Severance Policy provides a reasonable level of protection such that our executive officers are not concerned with potential personal economic exposure in the event of actions by the Company and so instead are focused on our business goals and objectives. The Committee periodically reviews both the Severance Policy and the CIC Policy to ensure they are providing appropriate protections compared to the estimated costs.
Employment Agreement with Alain Maquet.  In connection with the transfer of Mr. Maquet to the United States in August of 2013, the Company agreed to honor the severance terms of his French employment contract. Mr. Maquet’s French employment contract states Mr. Maquet or the Company is required to provide the other with six months’ notice prior to termination for any reason other than cause. In addition, the Company has agreed that severance benefits under his original French employment contract are frozen and he will be provided severance pay equal to thirty-two months of average salary (defined as base salary and target annual bonus) upon termination of his employment by the Company for any reason other than cause.

Internal Revenue Code Section 162(m) Policy
Under Code Section 162(m), a corporation cannot take a tax deduction for individual compensation exceeding $1 million in any taxable year for a public company’s chief executive officer and up to three other most highly compensated executive officers (other than the chief financial officer), unless the compensation qualifies as “performance-based compensation” within the meaning of Section 162(m). The Committee considers the anticipated tax treatment to us and our executive officers when reviewing our executive compensation and other compensation programs.
The Committee generally seeks to structure performance-based compensation (both short- and long-term) with the intent that it qualifies for deductibility under Code Section 162(m). We believe that the gains realized at the time of exercise of nonqualified stock options granted under the terms of shareholder-approved stock plan are fully deductible in accordance with Section 162(m). In addition, the Committee generally structures performance-based grants of RSUs and the Annual Executive Incentive Award Plan with the intent that they qualify for deductibility in accordance with Section 162(m). Nevertheless, the Committee retains full authority to approve compensation arrangements for our executive officers that do not satisfy the requirements of Section 162(m) when it believes that other considerations outweigh the tax deductibility of the compensation.


33


SUMMARY COMPENSATION TABLE
The following table sets forth information concerning total compensation earned or paid to our NEOs for services rendered to us during the 2013, 2012 and 2011 fiscal years.
 
Name and Principal
Position

Year

Salary
($) (1)

Bonus
($) (2)

Stock
Awards
($) (3)

Option
Awards
($) (4)

Non-Equity
Incentive Plan
Compensation
($) (5)

All Other
Compensation
($) (6)

Total
($)
Alain Monié (7)

2013

876,923




4,966,994


4,982,180


1,437,978


23,813


12,287,888

Chief Executive

2012

840,501




4,453,150




1,613,670


34,169


6,941,490

Officer

2011

110,769




3,023,567




99,692


21,924


3,255,952

William D. Humes (8)

2013

667,500




2,026,097




575,326


11,615


3,280,538

Chief Financial

2012

606,000




1,743,851




575,905


15,540


2,941,296

Officer

2011

520,000




899,185




561,732


12,890


1,993,807

Shailendra Gupta (9)

2013

670,480




1,013,062




538,329


147,107


2,368,978

Senior Executive

2012

647,027


147,329


968,794




124,100


143,252


2,030,502

Vice President & President Ingram Micro Mobility

2011

600,982


195,020


861,122




318,331


163,243


2,138,698

Alain Maquet (10)

2013

579,056


121,178


962,395




355,407


296,252


2,314,288

Senior Executive

2012

550,886




932,450




269,549


198,583


1,951,468

Vice President Corporate

2011

576,454




861,122




458,637


255,074


2,151,287

Paul Read (11)

2013

161,539


180,000


2,370,493




161,539


130


2,873,701

President & Chief

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Officer

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The salary information provided is as of the last payroll period ending prior to the end of our fiscal year.
Mr. Maquet had a portion of his 2013 salary paid in Euros which was converted to U.S. dollars for reporting purposes using the 2013 fiscal year average exchange rate as of December 28, 2013 of EUR 1 = US$1.3768.
Mr. Gupta’s 2013 salary was paid in Singapore Dollars and was converted to U.S. dollars for reporting purposes using the 2013 fiscal year average exchange rate as of December 28, 2013 of SGD 1 = US$0.7888.

(2)
Mr. Maquet received a discretionary bonus in recognition of his contribution to the European integration of BrightPoint and transition of his successor. This discretionary bonus of EUR 88,014 was converted to U.S. dollars using the December 28, 2013 exchange rate of EUR 1 = US$1.3768. This bonus was paid in his final European paycheck. See also footnote 11 regarding Mr. Read’s bonus.
(3)
Stock Awards reflect the aggregate grant date fair value, calculated in accordance with ASC 718, for performance-based RSU awards granted during the respective year. Performance-based RSU awards granted during 2013 included an annual award granted to the NEOs on June 3, 2013 (or on October 1, 2013 to Mr. Read), including TSR RSUs, which will only vest if the Company outperforms its designated peer group. The valuation assumptions and methodology used to determine such amounts are set forth in Notes 2 and 12 to our Consolidated Financial Statements included in our Form 10-K for the year ended December 28, 2013. In the event the TSR RSUs do not fully vest and the EPS/OI/ROIC awards achieve the maximum performance level of 150%, the value of the EPS/OI/ROIC equity will be as follows:
150% achievement for Mr. Monié is 185,213 units; Maximum value $3,530,160.
150% achievement for Mr. Humes is 75,551 units; Maximum value $1,440,002.
150% achievement for Mr. Gupta is 37,776 units; Maximum value $720,011.
150% achievement for Mr. Maquet is 35,886 units; Maximum value $683,987.
150% achievement for Mr. Read is 62,960 units; Maximum value $1,488,362.


34


(Grant date value of the EPS/OI/ROIC awards is $19.06 per unit for all grants except EPS/OI/ROIC RSUs granted to Mr. Read, which were $23.64 per unit. The TSR RSUs were valued at $8.46 per unit on grant date, except for the TSR RSUs granted to Mr. Read, which were valued at $11.12 per unit.)
(4)
Mr. Monié received a grant of premium-priced Non-Qualified Stock Options (1,400,000 shares) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.
(5)
Non-Equity Incentive Plan Compensation for 2013 represents the 2013 EIAP that was paid in March 2014. Mr. Gupta’s EIAP payment was converted using the 2013 fiscal year average exchange rate as of December 28, 2013 of SGD 1 = US$0.7888. Mr. Maquet’s EIAP payment was converted using the 2013 fiscal year average exchange rate as of December 28, 2013 of EUR 1 = US$1.3768.
(6)
The amounts in this column for 2013 are itemized in the “All Other Compensation Table – Fiscal Year 2013” table below.
(7)


The “Total Realized Compensation” shown above includes all cash compensation as disclosed in the Summary Compensation Table and any income on the exercise of stock options and RSUs released during that calendar year.

Over the past seven years, Mr. Monié’s realized compensation has been lower than the disclosed compensation in the Summary Compensation Table. Mr. Monié was promoted to the position of President and Chief Operating Officer in 2007 and was provided relocation from Singapore to the United States as well as a $2,000,000 relocation bonus at that time. The income from the relocation bonus in addition to income tied to his expatriate compensation package and physical relocation was the primary driver behind his realized compensation reaching the level shown above. In 2008, Mr. Monié did not earn non-equity incentive plan compensation under the 2008 EIAP and only received his base salary and less than $20,000 in other compensation. Mr. Monié resigned from the Company on August 23, 2010, resulting in no annual bonus being earned during 2010 and the cancellation of all stock awards granted in 2010, which were valued at $1,682,492 on the date of grant. Mr. Monié was rehired by the Company on November 1, 2011 as President and COO. In January 2012, Mr. Monié was promoted to President and CEO and on October 1, 2013 his title was changed to CEO. While the 2013 Summary Compensation Table records the premium options Mr. Monié was granted, no income has been realized from this grant.
(8)
Mr. Humes also served as our Chief Operating and Financial Officer from April 26, 2012 through September 30, 2013.
(9)
Mr. Gupta was appointed to the position of Sr. Executive Vice President and President, Ingram Micro Mobility effective August 1, 2013.

35


(10)
Mr. Maquet was appointed to the position of Sr. Executive Vice President, Corporate on August 1, 2013 and has transferred from the Belgium office to the Miami, Florida office.

(11)
Mr. Read was hired as President and Chief Operating Officer as of September 30, 2013. He received the first 50% (US$180,000) of his sign-on bonus in his first paycheck and the remaining (50%) will be paid six months later in 2014. He was also awarded time-vested Restricted Stock Units worth US$250,000 on the first trading day in October 2013 and they will vest on the first anniversary date of the grant as long as he remains employed by Ingram Micro. Compensation paid to Mr. Read during his time in 2013 as member of the Board of Directors is provided under “Director Compensation” earlier in this document.



All Other Compensation Table — Fiscal Year 2013
 
Name

Company Contributions to Retirement Savings Plans ($) ( a )

Health/
Welfare
Benefits
($) (b)

Expatriate Compensation ($) ( c )

Tax Equalization ($) ( d )

Misc.
($) ( e )

Total All Other Compensation ($)
Alain Monié

21,923

1,890

0

0

0

23,813
William D. Humes

11,225

390

0

0

0

11,615
Shailendra Gupta

100,572

1,028

0

0

45,507

147,107
Alain Maquet

15,205

1,888

123,928

10,065

145,166

296,252
Paul Read

0

130

0

0

0

130
 
(a)
Company Contributions to Retirement Savings Plans — Consists of employer contributions to qualified and nonqualified retirement savings plans and personal retirement accounts.
(b)
Health/Welfare Benefits — Consists of executive physical examinations and executive long-term disability insurance premiums.
(c)
Expatriate Compensation — For Mr. Maquet, consists of $48,188 in housing allowance for Belgium, $67,321 in dependent children education reimbursement and the remainder consists of his property management fees and Belgium representation pay.
(d)
Tax Equalization — Consists of foreign taxes paid, tax settlements and other taxes related to foreign assignments that were paid by the Company in 2013 over and above the individual’s stay-at-home tax obligations.
(e)
Miscellaneous — For Mr. Gupta, consists of $42,595 in transportation allowances and $2,912 in parking. For Mr. Maquet, consists of the one-time costs of Mr. Maquet’s relocation to the United States, including: $20,000 miscellaneous relocation allowance; $17,410 airfare for family; $53,792 household goods move; $37,587 in lease cancellation costs; $16,377 Belgium transportation allowance, income tax return preparation, visa, temporary housing and other miscellaneous relocation costs.

36


PLAN-BASED AWARDS GRANTED IN LAST FISCAL YEAR
The following table provides information relating to plan-based awards granted to the NEOs during the 2013 fiscal year ended December 28, 2013.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2013
 
 

Grant
Date

Human
Resources
Committee
Meeting
Dates
Approving
Awards

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards

Estimated Future
Payouts Under
Equity Incentive
Plan Awards

All Other
Stock Awards:
Number of Shares of
Stocks or
Units (#)
All Other
Option Awards:
Number of Securities
Underlying
Options (#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Options
Awards
($)
Name

Thres-hold
($)

Target
($)

Maxi-mum
($)

Thres-hold
(#)

Target
(#)

Maxi-mum
(#)

Alain Monié

(1) 6/03/13

3/5/2013









82,317







1,568,962



(1) 6/03/13

3/5/2013







30,869


123,475


123,475





2,353,434



(1) 6/03/13

3/5/2013







3,705




123,475





1,044,599



(2) N/A

3/5/2013

657,692


1,315,385


3,472,615














(3) 11/18/13

11/16/2013














1,400,000

26

4,982,180

































William D.  Humes

(1) 6/03/13

3/5/2013









33,578







639,997



(1) 6/03/13

3/5/2013







12,592


50,367


50,367





959,995



(1) 6/03/13

3/5/2013







1,511




50,367





426,105



(2) N/A

3/5/2013

300,375


600,750


1,321,650












































Shailendra Gupta

(1) 6/03/13

3/5/2013









16,789







319,998



(1) 6/03/13

3/5/2013







6,296


25,184


25,184





480,007



(1) 6/03/13

3/5/2013







756




25,184





213,057



(2) N/A

3/5/2013

291,530


469,336


1,032,539












































Alain Maquet

(1) 6/03/13

3/5/2013









15,950







304,007



(1) 6/03/13

3/5/2013







5,981


23,924


23,924





455,991



(1) 6/03/13

3/5/2013







718




23,924





202,397



(2) N/A

3/5/2013

202,670


405,340


891,747












































Paul Read

(2) N/A

9/17/2013

161,539


161,539


355,386














(4) 10/01/13

9/17/2013













10,576



250,017



(4) 10/01/13

9/17/2013







27,982


27,982


27,982





661,494



(4) 10/01/13

9/17/2013







10,493


41,973


41,973





992,242



(4) 10/01/13

9/17/2013







1,260




41,973





466,740




















 
 
 
 
(1)
Ingram Micro granted three separate awards of performance-based RSUs under our 2011 Incentive Plan on June 3, 2013 to reward achievement of financial goals that support increased shareholder value. The metrics are defined and discussed in more detail in “Compensation Discussion and Analysis” above.

37


The first award of 82,317, 33,578, 16,789, and 15,950 RSUs at “Target”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to PT performance metrics. Since the award provides only for a single estimated payout, that amount is reported as “Target”.
The second award of 123,475, 50,367, 25,184, and 23,924 RSUs at “Target”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to EPS/OI/ROIC performance metrics.  The maximum number of EPS/OI/ROIC RSUs available to vest are capped at 150% of “Target”; however, because when combined with TSR RSUs at “Target” of 100%, EPS/OI/ROIC RSUs cannot exceed 100% (combined no greater than 200%), “Maximum” is shown at 100% achievement.
The third award of 3,705, 1,511, 756, and 718 RSUs at “Threshold”, respectively, to Messrs. Monie, Humes, Gupta and Maquet relate to TSR performance metrics. “Maximum” is shown at 100% achievement. 

(2)
Award granted under the 2013 EIAP. Pursuant to the 2013 EIAP, the threshold value can be further reduced down to $0 as a result of poor Return on Invested Capital. See the discussion above under “Compensation Discussion and Analysis How Designed and Determined Annual Executive Incentive Award Program”.
(3)
Mr. Monié received an additional grant of premium-priced Non-Qualified Stock Options (1,400,000 shares) on November 18, 2013 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $26.00 per share. The closing price of IM stock on November 18, 2013 was $23.91. The options will vest in three equal annual installments beginning November 18, 2014 and expire on November 18, 2017. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $3.5587 per share value on November 18, 2013 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.59%; expected option life of 3 years; dividend yield of 0%; and risk free interest rate of 0.56%.
(4)
Mr. Read resigned from the Board of Directors and joined Ingram Micro as COO on September 30, 2013. Upon resignation from the Board of Directors his previous award was pro-rated and vested based on nine months of service on the Board for 2013. Upon his hire as COO, he was granted four separate awards on October 1, 2013: 10,576 time-vested RSUs that vest on October 1, 2014; and performance shares under the following 2013 financial metrics: PT 27,982 RSUs; EPS/OI/ROIC 41,973 RSUs; and TSR 41,973 RSUs. His equity grants received as a non-employee member of the Board are reflected under “Director Compensation” earlier in this proxy.
 



38


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013
The following table provides information relating to outstanding equity awards held by the NEOs at December 28, 2013.
 
 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
 
Option
Exercise
Price ($)
 
Option
Expiration
Date
 
Number of
Shares or Units of Stock That Have Not
Vested (#)
 
Market  Value of Shares or Units of
Stock That
Have Not
Vested ($) (a)
 
Equity 
Incentive
Plan Awards:
Number of
Unearned 
Shares,
Units or Other
Rights That 
Have
Not Vested (#)
 
Equity
Incentive Plan Awards: Market or Payout
Value of Unearned Shares,
Units or Other
Rights That Have Not Vested ($) (a)
Alain Monié:


















42,960




18.75


1/31/2015











47,370




15.59


6/30/2015











36,390




19.55


8/22/2015