DEF 14A 1 im_20160608xdef14a.htm DEF 14A DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 8, 2016
To our shareholders:
We will hold our annual meeting of shareholders at our Irvine office, located at 3351 Michelson Drive, Suite 100, Irvine, California 92612, on Wednesday, June 8, 2016, at 10:00 a.m. Pacific daylight saving time. We are holding this meeting:
1.    To elect to our Board of Directors the ten director nominees named in this proxy statement, each for a term that ends on the earlier of: (a) the date of our next annual meeting; (b) upon completion of the merger with Tianjin Tianhai Investment Company, Ltd., as described in our Form 8-K filed on February 17, 2016 and in our Schedule 14A filed on February 17, 2016, as amended, which is subject to approval by our shareholders; or (c) until the director's successor is elected and qualified. (You will not be asked to vote on the proposed merger with Tianjin Tianhai Investment Company Ltd. at the annual meeting of shareholders. You will receive separate materials with respect to a special meeting of shareholders, to be held at a later date determined by the Board, to vote upon the proposed merger);
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 approve the second amendment to the Ingram Micro Inc. 2011 Incentive Plan;
4.    To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year; and
5.    To transact any other business that properly comes before the meeting.
The shareholders of record at the close of business on April 15, 2016 will be entitled to vote at the annual 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 8, 2016: This Proxy Statement, along with the 2015 Annual Report to Shareholders, is online at www.edocumentview.com/im or, if you are a registered shareholder, 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 electronically if you are a registered shareholder, please go to www.computershare.com/investor.
April 26, 2016
 
Irvine, 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 2015
 
OPTION EXERCISES AND STOCK VESTED INFORMATION FOR FISCAL YEAR 2015
 
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2015
 
 
 
 
 
PROPOSAL NO. 3 - APPROVAL OF SECOND AMENDMENT TO 2011 INCENTIVE PLAN
 
Recommendation of the Board of Directors
 
Introduction
 
Impact of Share Increase on Shareholder Dilution, Burn Rate and Overhang
 
New Plan Benefits
 
Awards Granted Since Inception
 
PROPOSAL NO.  4 - RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 
 
 
 
EXHIBIT A
 

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3351 Michelson Drive, Suite 100
Irvine, California 92612

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 2016 annual meeting of our shareholders to be held on Wednesday, June 8, 2016, beginning at 10:00 a.m., Pacific daylight saving time, at our Irvine office, located at 3351 Michelson Drive, Suite 100, Irvine, California 92612, and any postponements or adjournments thereof. The enclosed form of proxy is solicited by our Board. The date of this proxy statement is April 26, 2016. It is first being mailed to our shareholders on April 26, 2016.
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 2016 Annual Meeting
The purpose of the 2016 annual meeting is:
1.    To elect to our Board of Directors the ten director nominees named in this proxy statement, each for a term that ends on the earlier of: (a) the date of our next annual meeting; (b) upon completion of the merger with Tianjin Tianhai Investment Company, Ltd., as described in our Form 8-K filed on February 17, 2016 and in our Schedule 14A filed on February 17, 2016, as amended, which is subject to approval by our shareholders; or (c) until the director's successor is elected and qualified. (You will not be asked to vote on the proposed merger with Tianjin Tianhai Investment Company Ltd. at the annual meeting of shareholders. You will receive separate materials with respect to a special meeting of shareholders, to be held at a later date determined by the Board, to vote upon the proposed merger);
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 approve the second amendment to the Ingram Micro Inc. 2011 Incentive Plan;
4.    To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year; and
5.    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”, except as noted below.

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.

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Who May Vote
Holders of record of our Class A common stock at the close of business on April 15, 2016 (“Record Date”) may vote at the annual meeting. As of the Record Date, the Company had 148,522,413 issued and outstanding shares of Class A common stock. Each share of Ingram Micro Class A common stock that you own entitles you to one vote.
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 directions to our Irvine office 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 8, 2016.
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 8, 2016.
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 of Class A common stock will be voted as you instruct. If you sign your proxy card, but do not provide instructions, we will follow the Board’s recommendations and vote your shares of Class A common stock 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 8, 2016 (your proxy card must be received by that time).
If your shares of Class A common stock 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 Class A common stock equivalent to the interest in Class A 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 of Class A common stock in accordance with your duly executed instructions if they are received by June 3, 2016. 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 of Class A common stock at the meeting in the manner you direct. You may abstain from voting for 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 of Class A common stock 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 Internet or telephone, one of the individuals named on your proxy card will vote your shares of Class A common stock 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 of Class A common stock as follows:
1.    “FOR” election to our Board of Directors of the ten director nominees named in this proxy statement, each for a term that ends on the earlier of: (a) the date of our next annual meeting; (b) upon completion of the merger with Tianjin Tianhai Investment Company Ltd., as described in our Form 8-K filed on February 17, 2016 and in our Schedule 14A filed on February 17, 2016, as amended; or (c) until the director's successor is elected and qualified (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”);

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3.    "FOR" approval of the second amendment to the Ingram Micro Inc. 2011 Incentive Plan as amended ("Proposal No. 3 —Approval of Second Amendment to 2011 Incentive Plan"); and
4.    “FOR” ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year (see “Proposal No. 4 — 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 of Class A common stock as your proxy. At the time this proxy statement was first mailed to our shareholders, we knew of no other matters to be acted on at the annual meeting.

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 cast “FOR” a director’s election must exceed the number of votes cast“AGAINST” 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 of Class A common stock 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 of common stock present or represented and entitled to vote and will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will not be counted as a vote cast and will have no effect on the vote.
Proposal No. 3, approval of the second amendment to the Ingram Micro Inc. 2011 Incentive Plan (the "2011 Plan"), requires the affirmative vote of a majority of the shares of Class A common stock present or represented at the annual meeting and entitled to vote on the proposal. If a majority of the shares of Class A common stock present or represented at the annual meeting and entitled to vote on the proposal do not vote to approve the second amendment to the 2011 Plan, the amendment will not take effect and the 2011 Plan will continue in full force in accordance with its terms as currently in effect, as amended by the First Amendment to the 2011 Plan approved by our shareholders at the 2013 Annual Meeting. Abstentions are treated as shares of Class A common stock present or represented and entitled to vote and will have the same effect as a vote "AGAINST" the proposal, while broker non-votes will not be counted as a vote cast and will have no effect on the vote.
Proposal No. 4, ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year, requires the affirmative vote of the majority of the shares of Class A 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 and will have the same effect as a vote “AGAINST” the proposal. This proposal is considered a routine matter for which brokers may vote without voting instructions from the shareholder and, therefore, broker non-votes are not expected to exist on this proposal.
Under current New York Stock Exchange (“NYSE”) rules, if your broker holds your shares of the Company's Class A common stock in its name, your broker is not permitted to vote your shares on Proposals 1, 2 or 3 if it does not receive voting instructions from you. Such broker nonvotes will not have an effect on the outcome of the proposals. Proposal 4 is considered a routine matter for which brokers may vote without voting instructions from the shareholder and, therefore, broker non-votes are not expected to exist on Proposal 4.

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 wish to revoke your proxy; or (4) voting in person at the meeting.

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

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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 of the Company, 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 ten persons named below for election as directors this year, each to serve until the earlier of (i) the date of our next annual meeting of shareholders; (ii) completion of the merger with Tianjin Tianhai Investment Company Ltd., or (iii) until the director’s successor is elected and qualified.
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 experienced leaders who bring to the Board a vast array of public company, financial services, private company, and other business knowledge, the majority as senior executives in industries different from or synergistic with that of Ingram Micro. Each nominee 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, 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 and the willingness to spend the time and effort needed to fulfill one’s professional obligations as a Board member, and the majority of the nominees have also served on the board of at least one complex global company. The specific experience, qualifications, attributes and skills of each nominee are described in that nominee’s biography below:
 
Howard I. Atkins
 
Director since April 2004
Mr. Atkins, age 65, 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 and of Morgan Stanley Bank, N.A., a non-public subsidiary of Morgan Stanley 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.
David A. Barnes
 
Director since June 2014

Mr. Barnes, age 60, served until April 1, 2016, as Senior Vice President and Chief Information and Global Business Services Officer ("CIO") of United Parcel Service of America ("UPS"). He held the CIO position since 2005 and was responsible for all aspects of UPS technology used to serve more than 220 countries and territories around the world. Under his leadership, UPS invested more than $1 billion each year in technology. Mr. Barnes also chaired the UPS Information Technology Governance Committee, which is responsible for the direction of UPS' technology investments, ensuring they remain aligned with the company’s business vision and strategy. As Global Business Services Officer he was responsible for Procurement, Customer Contact Centers, and shared service operations for HR, Payroll, Billing, Collections and Accounting. Prior to being named CIO, Mr. Barnes was UPS’ Vice President, application portfolios, where he oversaw global technology solution development for customer technology, sales and marketing, package delivery operations, and multi-modal transportation. Mr. Barnes joined UPS in 1977, progressing quickly through increasingly important roles in industrial engineering, finance and information systems. As the former CIO of one of the largest logistics companies in the world, Mr. Barnes brings a depth of experience critical to the Board's oversight of the company's strategies for its information systems and for expansion of its logistics and other service offerings.

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Leslie Stone Heisz
 
Director since March 2007
Ms. Heisz, age 55, 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 Kaiser Foundation Hospitals and Health Plans, Inc. since January 2015. She previously served on the Board of Directors of Towers Watson & Co., HCC Insurance Holdings, Inc. and International Game Technology. 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 54, is Chairman of the Ingram Industries Inc. Board of Directors and also Chairman 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 and 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 becoming a public company, and held a variety of positions at the Company from 1991 through 1994, when it was privately held, including Vice President of Purchasing, Vice President of Management Services at Ingram Micro Europe, and Director of Purchasing. Mr. Ingram is an experienced executive with Ingram Industries, and has valuable experience in digital services. 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.
 
Dale R. Laurance
 
Director since May 2001
Dr. Laurance, age 70, 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 Mr. Laurance served in various management and executive positions with Occidental Petroleum Corporation. Dr. Laurance also serves on the Advisory Board of Vance Street Capital and 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. and was a member of the Board of Trustees of the Polytechnic School. 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 global business operational experience to the Board and provides strategic counsel that is important in the Board’s oversight of management.
 

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Linda Fayne Levinson
 
Director since August 2004
Ms. Levinson, age 74, 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 Chair of the Board of Directors of Hertz Global Holdings, Inc., and its wholly-owned subsidiary, The Hertz Corporation, and is a member of the Board of Directors of NCR Corporation, Jacobs Engineering Group Inc., and the Western Union Company , 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 60, is the former President and Chief Executive Officer of Broadcom Corporation, a global leader in semiconductors for wired and wireless communications, a position he held through January 31, 2016. 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. He previously served on the Board of Directors of Broadcom Corporation and Progress Software Corporation. Mr. McGregor is a seasoned business executive who brings in-depth business knowledge to provide insight on Ingram Micro's strategy, compensation practices, risk management and implementation of sound corporate governance practices for the Company.
Carol G. Mills
 
Director since June 2014
Ms. Mills, age 62, brings more than 30 years of experience in the enterprise software and technology sector to the Ingram Micro board. She currently serves as a member of the board of directors for Xactly Corporation, a cloud-based incentive compensation and performance management solutions company and for privately held WhiteHat Security, a cloud-based Web application security company, and for RELX Group, a multinational information and analytics company. Previously, Ms. Mills served on the boards of Adobe Systems, Alaska Communications, Blue Coat Systems, and Tekelec Corporation. Prior to these roles, she served in senior executive leadership positions at Juniper Networks, Acta Technology and Hewlett-Parkard. Ms. Mills' broad and varied experience in the technology industry, encompassing positions of responsibility with both hardware and software companies, enables her to provide insights on multiple aspects of Ingram Micro's strategies and operational challenges.
 
Alain Monié
 
Director since November 2011
Mr. Monié, age 65, has been our chief executive officer since January 20, 2012. He rejoined the company as our president and chief operating officer on November 1, 2011, after 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, and served in that role and as president of Ingram Micro Asia-Pacific from January 2004 to August 2007. He 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., where he built a 17-year career on three continents, progressing from a regional sales manager to head of Asia-Pacific operations from October 1997 to December 1999. Mr. Monié has been a member of the Board of Directors of Amazon.com, Inc. since November 2008, and was elected to the Board of Ingram Micro in November

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2011. Mr. Monié was a member of the Board of Directors of Jones Lang LaSalle from October 2005 to May 2009. 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, 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 55, 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.

BOARD OF DIRECTORS
The Board of Directors held 12 meetings during fiscal year 2015. All current directors attended more than 75% of the total number of meetings of the Board and the committees on which they served in 2015. 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 of the current directors standing for re-election attended Ingram Micro’s 2015 annual meeting of shareholders on June 3, 2015.
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, pursuant to the Amended and Restated Ingram Micro Inc. Compensation Policy for Members of the Board of Directors, effective as of March 12, 2014. No meeting fees are paid to directors for attending meetings of the Board and the committees on which they serve. Any director who is an employee of Ingram Micro does not receive separate compensation for service on the Board.
2015 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 has 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:
  2015 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:

$450,000 for the non-executive Chairman of the Board; the non-executive Chairman of the Board is not eligible for any additional fees for chairing or participating on any Committees;
$260,000 for the Audit Committee chair;
$235,000 for other Audit Committee members;
$255,000 for the Human Resources Committee chair, $250,000 each for the Governance Committee chair and the Information Technology Committee Chair, and $240,000 for the Executive Committee chair, subject to an additional $5,000 if any of these chairs is also on the Audit Committee; and
$230,000 for all other directors.

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  2015 Cash Compensation. 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:
$190,000 for the non-executive Chairman of the Board;
$130,000 for the Audit Committee chair;
$125,000 for the Human Resources Committee chair, $120,000 each for the Governance Committee chair and the Information Technology Committee chair, and $110,000 for the Executive Committee chair, subject to an additional $5,000 each if a chair of any of these committees is also on the Audit Committee;
$105,000 for other Audit Committee members; and
$100,000 for all other directors.
The Audit Committee members and committee chairs must select a minimum annual amount cash retainer (subject to adjustment for partial years of service)as follows:
$30,000 for the Audit Committee chair;
$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; and
$5,000 for Audit Committee members.
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.
2015 Option Awards. Options are granted to directors on the first trading day of January of each calendar year. For 2015 awards, the grant date was January 2, 2015 and the number of options granted was determined by dividing the dollar value of stock options selected by the Black-Scholes value (using the closing price on the 12th 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, 2015 and continuing through December 31, 2015 and have a maximum term of ten years less one day.
  2015 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 New York Stock Exchange on the date of grant, rounded up to the next whole share. The restricted shares and restricted stock units granted in 2015 vested on December 31, 2015. Settlement of restricted stock units may be deferred in accordance with Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretive guidance issued thereunder.

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2015 Compensation of Non-Employee Directors. The following table lists the 2015 compensation for each non-employee director, pursuant to the policy described above. Mr. Monié does not receive separate compensation for his service on the Board.
NON-EMPLOYEE DIRECTOR COMPENSATION
(for fiscal year 2015)
 
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)(12)

30,000


230,011










260,011

David A. Barnes (3)(12)
 
106,667

 
140,008

 

 

 

 

 
246,675

Leslie Stone Heisz (4)(12)

130,000


130,002










260,002

John R. Ingram (5)(12)

100,000




130,003








230,003

Dale R. Laurance (6)(12)



450,016










450,016

Linda Fayne Levinson (7)(12)

100,000


130,002










230,002

Scott A. McGregor (8)(12)

125,000


130,002










255,002

Carol G. Mills (9)(12)
 
100,000

 
130,002

 

 

 

 

 
230,002

Wade Oosterman (10)(12)

2,917


230,011










232,928

Joe B. Wyatt (11)(12)

60,000




67,506








127,506

 

(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 January 2, 2016, which was filed with the SEC on February 26, 2016, 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, 2015 and restrictions lapsed on December 31, 2015. The closing price of Ingram Micro stock on January 2, 2015 was $27.34. Stock options disclosed under “Option Awards” were granted on January 2, 2015 with an exercise price of $27.34 per share, vest at a rate of one-twelfth per month over a twelve-month period commencing January 31, 2015 and expire ten years less one day from grant date. Following our previous practice, the stock options granted on January 2, 2015 are based on the Black-Scholes value as of the close of the second week of the previous month. This resulted in a Black-Scholes value on December 12, 2014 of $6.66 per share using the following assumptions: stock price volatility of 25.30%; expected option life of 5 years; dividend yield of 0%; and risk free interest rate of 1.53% and was determined in accordance with ASC 718.
(2)
Mr. Atkins was eligible to receive annual Board compensation in the amount of $260,000 (reflecting his service as Chair of the Human Resources Committee and a member of the Audit Committee), Mr. Atkins elected to receive $30,000 in cash for his service as a member of the Audit Committee, and he deferred receipt of cash until the last business day of February 2021, or if earlier, upon the last business day of the month in which occurs the 60th day following his separation from service on the Board. He has also elected $230,000 in restricted stock units, of which he deferred receipt until February 12, 2021.
(3)
Mr. Barnes was eligible to receive annual Board compensation in the amount of $235,000 (reflecting his service as a member of the Audit Committee) of which he elected to receive $95,000 in cash and $140,000 in restricted stock units. Mr. Barnes was paid an additional $11,667 as a result of serving as IT Committee Chair as of June 3, 2015. The cash portion was paid in four quarterly equal installments pro-rated for the partial year of service as IT Committee Chair.
(4)
Ms. Heisz was eligible to receive annual Board compensation in the amount of $260,000 (reflecting her service as Chair of the Audit Committee), of which she elected to receive $130,000 in cash and elected to receive $130,000 in restricted stock units. Ms. Heisz received her cash compensation in four quarterly equal installments.
(5)
Mr. Ingram was eligible to receive annual Board compensation in the amount of $230,000, of which he elected to receive $100,000 in cash and $130,000 in stock options. Mr. Ingram received his cash compensation in four quarterly equal installments.

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(6)
Dr. Laurance was eligible to receive annual Board compensation in the amount of $450,000 (reflecting his service as Chairman of the Board), of which he elected to receive all $450,000 in restricted stock units and he deferred receipt of the restricted stock units until his retirement from the Board.
(7)
Ms. Levinson was eligible to receive annual Board compensation in the amount of $230,000, of which she elected to receive $100,000 in cash and $130,000 in restricted stock units and she deferred receipt of the restricted stock units until January 30, 2016. Ms. Levinson's cash compensation was paid in four quarterly equal installments.
(8)
Mr. McGregor was eligible to receive annual Board compensation in the amount of $255,000 (reflecting his service as Chair of the Governance Committee and as a member of the Audit Committee), of which he elected to receive $125,000 in cash and $130,000 in restricted stock units. Mr. McGregor's cash compensation was paid in four quarterly equal installments.
(9)
Ms. Mills was eligible to receive annual Board compensation in the amount of $230,000 of which she elected to receive $100,000 in cash, and $130,000 in restricted stock awards. Ms. Mills' cash compensation was paid in four quarterly equal installments.
(10)
Mr. Oosterman was eligible to receive annual Board compensation in the amount of $230,000, which he elected to receive all in restricted stock units and of which he deferred receipt until his retirement from the Board. Mr. Oosterman was paid a pro-rated fee of $2,917 for his service on the Audit Committee as of June 3, 2015. Mr. Oosterman's cash compensation was paid in three quarterly equal installments.
(11)
Mr. Wyatt retired from the Board on June 4, 2015 and he was eligible to receive $127,506 (reflecting his services as Chair of the Information Technology Committee and services as a member of the Audit Committee through his date of retirement), of which he elected to receive $60,000 in cash and $67,506 in stock options. The cash portion was paid in two quarterly equal installments.
(12)
The table below shows the aggregate numbers of equity awards outstanding for each non-employee director as of January 2, 2016 the last day of our 2015 fiscal year.

 

 

 

Unexercised Stock Options
Name

Unvested Restricted Stock Awards

Unvested Restricted Stock Units

Vested    

Unvested    
Howard Atkins








David A. Barnes
 

 

 

 

Leslie S. Heisz








John R. Ingram





69,030



Dale R. Laurance








Linda Fayne Levinson





11,652



Scott A. McGregor








Carol G. Mills
 

 

 

 

Wade Oosterman








Joe B. Wyatt





104,053



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 leadership roles such as Chairman of the Board, Committee chair or service on a Board Committee). Board members have five years from the date of his or her election to the Board to achieve the required stock ownership. All current directors either meet this stock ownership requirement as of the Record Date or are still within the five-year period.
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.


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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 on the Company's website at www.ingrammicro.com under the links for “Investor Relations” and then “Governance”. 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
 
*
 
*
 
 
 
Chair
 
*
David A. Barnes
 
*
 
*
 
 
 
 
 
Chair
Leslie S. Heisz
 
Chair
 
*
 
*
 
 
 
 
John R. Ingram
 
 
 
 
 
*
 
*
 
 
Linda Fayne Levinson
 
 
 
 
 
*
 
*
 
*
Scott A. McGregor
 
*
 
*
 
Chair
 
 
 
 
Carol G. Mills
 
 
 
 
 
*
 
*
 
*
Alain Monié
 
 
 
*
 
 
 
 
 
 
Wade Oosterman
 
*
 
 
 
 
 
*
 
*
 

*
Member
Audit Committee — 8 meetings in 2015. 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, and 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 work 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 releases, as well as financial information and outlook. A detailed list of the Audit Committee’s functions is included in its charter, which can be accessed on the Company's website at www.ingrammicro.com by using the links to “Investor Relations” and then “Governance”.
Executive Committee — 1 meeting in 2015.  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 on the Company's website at www.ingrammicro.com by using the links to “Investor Relations” and then “Governance”.
Governance Committee — 4 meetings in 2015. 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 regarding Board candidates submitted by shareholders, and making recommendations for membership on Board committees, as well as Board committee chair positions. 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 on the Company's website at www.ingrammicro.com by using the links to “Investor Relations” and then “Governance”.
Human Resources Committee — 8 meetings in 2015. 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

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to the Board on our key strategic and operational human resource issues, ensuring that investments in human assets are aligned with the Corporation's strategies and the interests of shareholders. 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, which can be accessed on the Company's website at www.ingrammicro.com by using the links to “Investor Relations” and then “Governance”.
 
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. Committee meetings have historically been attended by our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Executive Vice President, Secretary and General Counsel, and Executive Vice President of Human Resources. 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.
Human Resources Committee Meetings. The Human Resources Committee’s process and decision-making regarding 2015 executive compensation are further described under “Compensation Discussion and Analysis” below.

Information Technology Committee — 4 meetings in 2015. 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, which can be accessed on the Company's website at www.ingrammicro.com by using the links to “Investor Relations” and then “Governance”.
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 January 2, 2016.

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 waive, expressly or implicitly, any provision of the code of conduct for our Chief Executive Officer, Chief Financial Officer or Controller, we will disclose the nature of the amendment or waiver at www.ingrammicro.com and on a current report on Form 8-K.
Corporate Governance Guidelines. Effective corporate governance principles and sound business practices that ensure management follows the highest ethical standards are not new concepts to the Company. They are important principles embraced at all levels of the Company, beginning with how our Board operates, and they provide the fundamental foundation from which the Company's management team pursues long-term strategic objectives aligned with the interests of the Company's shareholders. 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 the Board, and by actively 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.

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The Company's Corporate Governance Guidelines (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 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 currently serving as a director is not re-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. In making its recommendation to the Board, the Governance Committee will consider factors and other information that the Committee considers appropriate and relevant, such as a member's contribution to the Board or whether a member's resignation would leave the Board without expertise in an important area or function. The Board will likewise give weight to such considerations in making its decision. The Board expects that any director whose resignation becomes effective pursuant to this policy will recuse 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 is responsible for day-to-day risk-management and continually monitors the material enterprise risks faced by 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 regular attendance at committee meetings and by the provision of committee reports to the full Board following each regularly scheduled committee meeting. In addition, the full Board receives periodic updates and in-depth information specifically related to the Company’s enterprise risk management.

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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 2016, at the request of the Human Resources Committee, management conducted a targeted review of the long-term and short-term incentive, and commission-based variable compensation programs for Company employees for each of our operating regions (North America, Europe, Latin America, Asia-Pacific and Middle East, Turkey and Africa ), as well as Corporate. Variable cash compensation that represented a significant percentage of a country's total target cash compensation was reviewed to determine if it might pose a potential material risk to the Company and any factors which would balance, control or otherwise mitigate such potential risks.
Our analysis determined that variable cash compensation was a nominal percentage of revenue in all countries reviewed and countries with a higher percentage of variable cash compensation as a component of total target cash compensation also had a higher mix of sales and technical specialists supporting the go to market efforts. We assessed our potential compensation risks relating to our global annual cash incentive and equity incentive plans that are approved by the Human Resources Committee annually and provided to our leaders in each country, and we 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 on March 8, 2016, at which the Human Resources Committee also received input on the report from Cook, its independent compensation consultant.
In finding that there were no areas of material risk, 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 incentives or program features which individually might create an incentive to take unnecessary risks. For example, for our executive officers, overall compensation is weighted towards long-term incentive compensation, which discourages a focus on short-term risk-taking and encourages prudent investment for sustained growth. Long-term incentive programs are based on Company-wide financial results, which discourages participants in those plans 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 ensure the integrity of our compensation programs. 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 2016.
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, and Mr. Barnes' position as a Senior Vice President and Chief Information Officer of UPS, which was a supplier of services to 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 any of the Company, Bell Canada or UPS.
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 2015 were also found to be independent under these standards and requirements. All of the members of the Human Resources, Audit, Governance and Information Technology Committees are independent.


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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 a seasoned 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.

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 the 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 wishing to propose a candidate for Board membership must provide timely notice to us of the nomination for the nominee 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 by 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 at 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

16


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., 3351 Michelson Drive, Suite 100, Irvine, California 92612. Communications that relate to general surveys, solicitations of business, advertisements, unsolicited resumes, product inquiries or complaints, sales or other communications that are unrelated to the role and responsibilities of the Board are not considered appropriate for action by the Board and are not forwarded.
Our code of conduct, the Guidelines, our shareholder nominations policy and our committee charters are accessible on the Company's website at www.ingrammicro.com, by following the links to “Governance”. Furthermore, upon written 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.

17


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 April 2, 2016. On April 2, 2016, there were 148,522,113 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)(3)
 
*   

David A. Barnes
 
9,957

(2)
 
*   

Leslie S. Heisz
 
17,373

(2)(3)
 
*

John R. Ingram (4)
 
3,430,901

(2)(5)
 
2.3

Linda Fayne Levinson
 
70,956

(2)
 
*   

Scott A. McGregor
 
35,132

(2)
 
*   

Carol G. Mills
 
7,610

(2)
 
*   

Wade Oosterman
 

(2)(3)
 
*   

 
 
 
 
 
 
Named Executive Officers:
 
 
 
 
 
Alain Monié
 
1,306,438

(2)
 
*   

William D. Humes
 
137,153

(2)
 
*   

Paul Read
 
60,832

(2)
 
*   

Shailendra Gupta
 
96,908

(2)
 
*   

Scott D. Sherman
 
8,422

(2)
 
*   

Executive Officers and Directors, as a group (15 persons)
 
5,425,185

(2)(3)(5) 
 
3.6

 
 
 
 
 
 
Other 5% Shareholders:
 
 
 
 
 
Entities Affiliated with FMR LLC
 
14,765,745

(6)
 
9.9

BlackRock, Inc.
 
11,145,630

(7)
 
7.5

The Vanguard Group
 
10,647,909

(8)
 
7.2


*
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 executive officers as a group in respect of: (i) vested options, (ii) options that vest within 60 days of April 2, 2016, (iii) shares of common stock held by Fidelity Management Trust Company as administrator of the Ingram Micro 401(k) Plan, as amended, based on information received from such administrator as of December 31, 2015, 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, 2015.

18


Name
 
Vested Options
 
Options Scheduled to
Vest within 60 days of
April 2, 2016
 
Shares Held by
Fidelity Management Trust Company
as Record Keeper
and Trustee 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
 

 

 

 

Howard I. Atkins
 

 

 

 

David A. Barnes
 
1,233

 
822

 

 

Leslie S. Heisz
 

 

 

 

John R. Ingram
 
69,030

 

 

 
8,786

Linda Fayne Levinson
 
11,652

 

 

 

Scott A. McGregor
 

 

 

 

Carol G. Mills
 

 

 

 

Wade Oosterman
 

 

 

 

Alain Monié
 
996,880

 
84,226

 

 

William D. Humes
 
15,020

 
15,314

 

 

Paul Read
 
23,108

 
30,628

 

 

Shailendra Gupta
 

 
12,251

 

 

Scott D. Sherman
 

 
8,422

 

 

Executive Officers and Directors, as a group (15 persons)
 
1,147,880

 
159,166

 
1,453

 
8,786


(3)
Excludes 197,650; 17,446; 44,461; and 20,408 restricted stock units owned by Dr. Laurance, Mr. Atkins, Ms. Heisz, and Mr. Oosterman, respectively, which are vested, but for which settlement is deferred and will not occur within 60 days of April 2, 2016.
(4)
Mr. Ingram is a trustee of the E. Bronson Ingram QTIP Marital Trust (the “QTIP Trust”), and accordingly can be deemed to be the beneficial owner of shares held by the QTIP Trust.
(5)
Includes 3,099,259 shares, for Mr. Ingram held by a trust under which Mr. Ingram is a trustee or can be deemed to be the beneficial owner of the shares.
(6)
This information was obtained from the Schedule 13G/A filed with the SEC on February 12, 2016 by FMR LLC ("FMR"), 245 Summer Street, Boston, Massachusetts 02210, representing shares held as of December 31, 2015. FMR reports sole voting power with respect to 5,005,045 shares and sole dispositive power with respect to 14,765,745 shares. Edward C. Johnson 3d, Chairman of FMR, and Abigail P. Johnson, Director, Vice Chairman, Chief Executive Officer and President of FMR LLC, through their voting control of FMR, report beneficial ownership with respect to 14,765,745 shares. The beneficial ownership reported by FMR includes shares held by its subsidiaries FMR Co., Inc., Fidelity (Canada) Asset Management ULC (formerly known as Pyramis Global Advisors (Canada) ULC), Fidelity Institutional Asset Management Trust Company (formerly known as Pyramis Global Advisors Trust Company), FIAM LLC (formerly known as Pyramis Global Advisors, LLC) and Strategic Advisers, Inc.
(7)
This information was obtained from the Schedule 13G/A filed with the SEC on January 26, 2016 by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York 10022, representing shares held as of December 31, 2015. BlackRock reports sole voting power with respect to 10,478,564 shares and sole dispositive power with respect to 11,145,630 shares.
(8)
This information was obtained from the Schedule 13G/A filed with the SEC on February 10, 2016 by The Vanguard Group (“Vanguard”), 100 Vanguard Blvd., Malvern, Pennsylvania, 19355, representing shares held as of December 31, 2015. Vanguard reports sole voting power with respect to 111,409 shares, sole dispositive power with respect to 10,538,500 shares, and shared dispositive power with respect to 109,409 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, reports beneficial ownership of 102,009 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 16,800 shares as a result of its serving as investment manager of Australian investment offerings.


19


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the SEC the following executive officers failed to timely file Reports on Form 4 for performance restricted stock unit grants awarded in 2012 and 2014 and earned in 2015. In each case the transactions were reported on the date the awards vested rather than within two days of the date that the Human Resources Committee determined that the performance criteria had been met and the awards earned. Except as set forth below, there was no known failure to file a required Form or amendment thereto in fiscal 2015.
 
 
Number of Late Reports
 
Number of Transactions Not Timely Reported
Alain Monié
 
1
 
2
Larry C. Boyd
 
1
 
2
William D. Humes
 
1
 
2
Shailendra Gupta
 
1
 
2
Paul Read
 
1
 
1

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.


20


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 2016 annual meeting of shareholders for filing with the SEC.

 
Members of the Human Resources Committee of the Board of Directors of Ingram Micro Inc.
 
 
 
Howard I. Atkins (Chair)
 
John R. Ingram
 
Linda Fayne Levinson
 
Carol G. Mills
 
Wade Oosterman

21




COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis reviews the compensation provided to our Chief Executive Officer, our Chief Financial Officer, 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 January 2, 2016 (or “fiscal 2015”) are as follows:
 
2015 NEOs
 
Position as of January 2, 2016
“Corporate NEOs”:
 
 
Alain Monié
 
Chief Executive Officer (“CEO”)
William D. Humes
 
Chief Financial Officer (“CFO”)
Paul Read
 
President and Chief Operating Officer (“COO”)
Scott Sherman (1)
 
Executive Vice President, Human Resources
“Business Unit NEO”:
 
 
Shailendra Gupta
 
Executive Vice President Mobility and Global Group President
 
 
 
(1)
Mr. Sherman was hired as the Executive Vice President, Human Resources on May 1, 2015.
Executive Summary
Decisions Regarding Material Elements of Compensation. The following summarizes the decisions of the Human Resources Committee (the “Committee”) regarding the material elements of 2015 compensation, all as further described in this Compensation Discussion and Analysis.

Not Increasing Base Pay.  The Committee met in March 2015 to review the base pay of each NEO and determine any base pay changes. Salaries are reviewed annually to ensure they are externally competitive, reflect individual performance and are internally equitable relative to other Ingram Micro executives. As a result of the soft market conditions during the first part of the year, the CEO recommended that the base salaries of the NEOs remain flat. The Committee considered this recommendation and agreed not to increase the base salary of the CEO or any of the remaining NEOs during 2015.
Using Negative Discretion and Challenging Targets to Differentiate Payments Under Our Annual Executive Incentive Award Program (“EIAP”). The EIAP is a short-term incentive plan under which participants can earn annual cash payments based on annual company and individual performance. The primary objective of the 2015 EIAP was to drive focus on growth and returns of the overall business. The CEO and other Section 16 officers' EIAP was paid from an EIAP Pool that required the achievement of Pre-Tax Profit ("PT") of $325M to be funded at one hundred percent. While the EIAP Pool was fully funded at $8.5 million, upon detailed review of 2015 financial performance of the company; the impact of extremely challenging market conditions and strong foreign exchange headwinds on financial results; Total Shareholders Return ("TSR") results; growth through targeted acquisitions; execution of our global initiative to save $100 million annually; and individual management objectives, the Committee applied negative discretion and paid out 48% of the EIAP Pool available to the CEO and other NEOs. The individual payments are discussed further on page 33 and range between 73.7% to 166.7% of target annual incentive.
Granting Special Performance-Based Awards. In December 2014, the Committee discussed the hiring efforts of competitors and its concern that key executives of the Company may be solicited to leave and join these competitors during a time of critical growth and change. After reviewing and considering a number of possible solutions, the Committee decided it would be prudent to put in place a special long-term performance based award that would be settled in equity and feature challenging 2016 EPS performance requirements and incentivize key executives to remain focused on stock price improvement through 2020. This program provided certain key executives with a written communication in February 2015 of the target dollar value that upon the achievement of a certain 2016 EPS target, will be converted to equity on the first trading day of the week following the reporting of the fourth quarter of fiscal year 2016 results (likely February 2017). The equity will then vest 50% on the first anniversary (likely February 2018) and 50% on the third anniversary (likely February 2020) of that 2017 conversion to equity as long as the key executive remains employed by the Company. Mr. Read received a grant value of $2.5M and Mr. Gupta received a grant value of $1.5M under this program. The CEO and other NEOs did not receive a grant under this program.

22


Granting Special New Hire Equity Award. In order to encourage Mr. Sherman to join the Company and immediately tie a portion of his compensation to the Company's performance he received a sign-on equity grant of 30,000 options. These options were granted with an exercise price of $25.65, the closing price on May 1, 2015, and vest 50% on the second anniversary of the grant, May 1, 2017, and 50% on May 1, 2018. This option grant was valued at $150,600 using the Black Scholes value of $5.02.
Granting Performance-Based Equity Awards.  The Committee granted both stock options and PSUs to our NEOs as follows:
(1)
40% of the target total grant value was in PSUs that will be eligible for vesting in June 2018 based on achievement of earnings per share goals over a three-year performance measurement period (2015-2017) (“EPS PSUs”).
(2)
30% of the target total grant value was earned based on achievement of fiscal 2015 pre-tax profitability goals and will vest in equal installments in June 2017 and 2018 (“PT PSUs”);
(3)
30% of the target total grant value was in stock options that vest in three equal installments in June 2016, 2017, and 2018 and expire in 7 years.
The total grant value of the equity awards for the NEOs, excluding the CEO, was between 91% and 272% of their respective base salaries. The CEO's grant value was 550% of his annual base salary. In determining the target grant values above, the Committee considered award values of the NEOs' peers in our comparator group of companies, individual performance levels and responsibilities, stock dilution, and 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 current NEOs' target and actual annual compensation mix for 2015 (excluding the sign-on grant to Mr. Sherman and the special performance-based award grants to Mr. Read and Mr. Gupta because these are special one-time grants and not part of their ongoing annual equity grants).

In the tables below, target compensation equals the sum of 1) base salary, 2) target EIAP award, and 3) grant date fair value of equity awards assuming target level performance over the measurement period for the EPS PSUs (as disclosed in the Summary Compensation Table). The actual compensation replaces target EIAP awards with the value that was actually earned.



23


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 89% of the CEO’s actual total annual compensation and 71% of other NEO 2015 actual total compensation. This performance-based compensation includes performance shares which require the achievement of specific performance targets intended to drive shareholder value over the long-term in order for the PSUs to be earned, and stock options, the value of which is aligned with shareholder value. Summarized below is the comparison of the CEO’s total compensation to annual TSR over the past three years, using the closing stock price on December 31 of each year.
 
Year
 
Annual TSR
 
Change in Total CEO Compensation
2015 (1)
 
11.9%
 
7.7%
2014 (2)
 
17.8%
 
15%
2013 (3)
 
38.2%
 
5.4%

(1)
Increase in table reflects CEO's total annual compensation from the Summary Compensation Table for 2015 compared to 2014's disclosure. In 2015 the CEO's compensation increased at a lower rate than the annual TSR.
(2)
Increase in table reflects CEO's total annual compensation earned during 2014 compared to 2013 without the special premium-priced option awards granted in 2013 valued at $5.0 million with an exercise price of $26.00 and a closing price on the grant date of $23.91; CEO's compensation decreased 32% if premium-priced option award is included.
(3)
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%.

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";

24


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 have Company securities pledged as collateral for a loan, and any Company securities transaction requires approval from the General Counsel;
None of the current executive officers have employment agreements;
Benefits and perquisites are not provided to NEOs beyond the level provided to all other levels of management;
The Company’s change in control policy requires a “double trigger” before benefits are paid, does not have any provision for tax gross-ups, and does not automatically accelerate vesting;
Repricing of options is not permitted without the consent of shareholders;
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 2015, our shareholders approved our executive compensation programs, as disclosed in last year’s proxy statement, in an advisory “say-on-pay” vote, with 81.6% of votes cast in favor of approval. While this result did not impact decisions about our 2015 compensation programs, which were already in place by June, we believe the approval of our 2014 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 2015. In reaching these conclusions, the Committee considered the factors set forth in the SEC rules.


25


Overall Design and Rewards of the Executive Compensation Program
Design Elements. The Company operates in the extremely competitive, rapidly changing, and low-margin technology distribution industry and is continuing its expansion into the higher margin, commerce and fulfillment, 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 market 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 ("EIAP")
 
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, business unit, regional and country results as well as individual objectives.
 
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, revenue growth, EPS, return on invested capital, return on working capital, operating income, and specified strategic objectives over the course of a one-year performance period.
 
Performance targets vary for Corporate NEOs versus Business Unit NEOs to reflect appropriate differences in their responsibilities.
 
 
 
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 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, operating income % of revenue, or earnings per share results over the performance measurement period.
 
 
 
 
 
Benefits and Perquisites
 
Provide standard benefits to executives and no special perquisites.
 
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 significant portion of NEO compensation should be at risk and subject to the financial performance of the Company. The only non-performance forms of NEO compensation are base salaries and benefit programs 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:

26


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.
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 $23 billion, as well as a comparator peer group of 34 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 Molex and Pacer International were removed due to their being acquired in 2014:
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
•    Vishay Intertech
 
•    AmerisourceBergen
•    C.H. Robinson
•    Henry Schein
•    McKesson
•    Owens & Minor
•    Patterson Companies
•    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.
 
2015 Comparator Peer Group
Data as of November 30, 2014 ($ in millions)
 
Revenue
 
Market Cap
 
Employees
75th percentile
$
15,128

 
$
8,018

 
23,400

Median
7,027

 
3,911

 
15,500

25th percentile
4,431

 
2,388

 
9,625

Ingram Micro*
46,487

 
4,269

 
23,223

* As of January 2, 2015

Ingram Micro management engages an executive compensation consulting firm to conduct a total compensation study of executive officers. For 2015 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 2015 report as they represent a small portion of our executive officers’ total remuneration.

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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 leaders to positions with increased responsibilities and provides meaningful developmental opportunities.
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 88% of the CEO’s total target annual compensation and 73% of the other NEOs’ total target compensation is performance-based. This performance-based compensation includes performance shares which require the achievement of specific performance targets intended to drive shareholder value over the long term in order for the PSUs to be earned, and stock options, the value of which is aligned with shareholder value.
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.

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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 Annual Executive Incentive Award Program
 
 
 
 
Pre-tax Profit (“PT”)
 
PT is based upon results reported under generally accepted accounting principles.
 
PT is considered an important performance measurement to ensure focus on profitability.
 
Equity-Based Long-Term Incentive Award Program Annual Executive 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
 
 
 
 
 
 
 
Return on Working Capital ("ROWC")
 
ROWC is defined as net operating profit after tax divided by average working capital dollars employed (accounts receivable plus inventory less accounts payable)
 
ROWC provides a measure of the efficiency with which Ingram Micro manages its working capital in the business and a focus on optimizing profit from capital employed.
 
Annual Executive Incentive Award Program
 
 
 
 
 
 
 
Revenue Growth
 
Revenue Growth is defined as year over year increase in revenue.
 
Provides focus on growing the top line of the business. As technology continues to evolve, we seek to grow our business with new product and service offerings and expansion into developing markets.
 
Annual Executive 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
 
 
 
 
 
 
 
Operating Income % of Revenue (OI%)
 
OI% is the income from operations divided by net sales
 
Provides focus on growing more profitable business
 
Equity-Based Long-Term 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

Exclusion of any items from the calculation of any of these measures must be pre-approved by the Committee.


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Elements of Compensation
The elements of NEO compensation are annual base salary, annual bonus, long-term equity-based incentives and benefits. The mix and proportion of these elements to total compensation is benchmarked annually against the survey and peer group data 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 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 market information , internal equity considerations and Ingram Micro’s overall Company performance. 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, market data on competitive compensation levels for CEOs, proxy information for direct competitors, as well as Ingram Micro’s overall performance. These considerations are discussed among the Committee members and Cook in an executive session of the Committee. No members of management are present during these deliberations.
The Committee met in March 2015 and maintained our CEO’s and the other NEOs' base salaries at 2014 levels.
2015 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
 
2015
Mr. Monié
150%
Mr. Humes
90%
Mr. Read
100%
Mr. Gupta
70%
Mr. Sherman
60%
 
The Committee established performance targets required to fully fund an $8.5 million bonus pool under the 2015 EIAP within the first 90 days of the 2015 fiscal year. This pool was fully funded since the company achieved a PT of more than the required performance of at least $325 million in fiscal year 2015. To determine individual bonus amounts, the Committee exercised negative discretion as a function of reviewing: the financial performance against pre-established objectives for the business that each NEO was responsible for; the overall company financial performance; improvement in stock price; completion of certain acquisitions; and the NEO’s individual performance against pre-established objectives. The Committee did not approve a full payout of the EIAP Pool.

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As a result of the Committee’s detailed assessment, each NEO earned award payments under the 2015 EIAP from the EIAP Pool as follows:
EIAP Pool
 
Maximum share of EIAP Pool ($)
 
EIAP Award's Share of Individual's Share of Pool
 
Total %  of
Target Annual
Incentive
Total EIAP Award ($)
Mr. Monié (1)
 
3,300,000
 
76.0%
 
166.7%
2,500,000
Mr. Humes (2)
 
1,351,350
 
37.5%
 
82.4%
506,142
Mr. Read (3)
 
1,617,000
 
37.0%
 
81.4%
598,290
Mr. Gupta (4)
 
956,597
 
33.5%
 
73.7%
320,460
Mr. Sherman (5)
 
418,000
 
37.5%
 
82.4%
156,560
EIAP Pool to CEO and other NEOs
 
7,642,947
 
53.4%
 
117.5%
4,081,452

(1)
Mr. Monié’s 2015 EIAP payment was based on a sustained turnaround of corporate performance following significant restructuring and cost-reduction exercises over several years including the 2015 initiative to save $100 million annually, performance against the 2015 plan, the geographic and business mix expansion of the company through a number of complex, strategic acquisitions, improvement in consistency of performance and enhancement of credibility with investors, all of which contributed to significant share price appreciation.
(2)
Mr. Humes' award took into consideration the Company's overall financial performance and his execution on the following strategic objectives: successful implementation of finance systems including line of business automation, financial planning systems, as well as successfully driving the working capital improvement project.
(3)
Mr. Read's award took into consideration the Company's overall financial performance and his execution on the following strategic objectives: developing higher margin businesses worldwide, driving change to reduce operating costs, as well as successful implementation of the working capital improvement project.
(4)
Mr. Gupta’s award has been converted to USD and took into consideration the performance of the global mobility business, the Company’s overall financial performance and his execution on the following strategic objectives: integration of mobility acquisitions, expansion of the mobility business into new geographies and types of services, growth of the mobility business in existing countries.
(5)
Mr. Sherman's award has been prorated based on his time with the company and took into consideration the Company's overall financial performance and his execution on the following strategic objectives: development of multi-year framework for the Human Resources function and leadership of our global restructuring and design.

In addition to establishing performance targets to fund the EIAP Pool, the Committee established specific stretch 2015 EPS, revenue growth, ROIC, operating income and working capital days financial targets for various parts of the business and worldwide results. The following chart illustrates the calculation of the overall Company achievement against these EPS, Revenue Growth, and ROIC targets. This calculation was one of the many components the Committee considered when determining the appropriate negative discretion for the CEO and other NEOs.
2015 Achievement Against Established Financial Targets:
Overall Company Results (1)
 
Minimum
 
Target
(Plan)
 
Maximum
 
Actual
Worldwide EPS Target and Results - adjusted for foreign currency (2)
 
$2.60
 
$2.85
 
$3.05
 
$2.73
A. % of Incentive Award Achieved (weighted 60%)
 
0.3
 
0.6
 
1.2
 
45.6%
Worldwide Revenue Growth year over year % Target and Results
 
-4.0%
 
0
 
4.0%
 
-7.4%
B. % of Incentive Award Achieved (weighted 20%)
 
10%
 
20%
 
40%
 
—%
Worldwide ROIC % Target and Results
 
9%
 
10.5%
 
11.5%
 
10.0%
C. % of Incentive Award Achieved (weighted 20%)
 
10%
 
20%
 
40%
 
16.8%
A + B + C = Worldwide Financial Achievement %:
 
45.6% + 0.0% + 16.8% = 62.4%
 
(1)
Financial results exclude 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

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of profit enhancement programs. Incentive awards for achievement between the specified minimum, target and maximum are interpolated on a straight-line basis.
(2)
The organization experienced extremely challenging market conditions and strong foreign exchange headwinds that impacted the 2015 financial results. In establishing the 2015 business and incentive plans, management planned for the translation of foreign currencies to have a negative impact of up to $0.15/share. The actual negative impact of foreign currency translation in 2015 was $0.25/share. The Committee approved neutralizing the impact of the extraordinary foreign exchange impact versus 2015 budget for the purposes of calculating EIAP payments on the worldwide plan resulting in the foreign exchange adjusted EPS result of $2.73 or 76% of our target.
Equity-Based Long-Term Incentive Award Programs
For 2015, the Committee decided to grant stock options in addition to continuing its practice of granting PSUs to the executive officers on the first trading day of June. The Committee’s determination of individual values of the stock option and PSU 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 and potential 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.
This target value was delivered to the NEOs in the form of stock option and PSU grants as follows:
40% of the target grant value will be eligible for vesting in June 2018 based on achievement of earnings per share goals (EPS PSUs) in the final year of a three-year performance measurement period (2015-2017).
30% of the target grant value would be earned based on achievement of fiscal 2015 pre-tax profitability goals (PT PSUs) and, to the extent earned, will vest in equal installments in June 2017 and 2018; and
30% of the target grant value in stock options that vest in three equal installments in June 2016, 2017, and 2018 and expire in 7 years. These stock options had the Black-Scholes value of $6.53.

The target dollar value granted for the NEOs, excluding CEO, ranged from 114% to 272% of their respective base salaries. The CEO target grant was 550% of his annual base salary. The awards were based on comparison to peer group and individual performance.

 
2015 Annual Equity-Based Long-Term Incentive
Award Program Grant Values (1)
Mr. Monié
$5,499,978
Mr. Humes
999,992
Mr. Read
2,000,012
Mr. Gupta
799,995
Mr. Sherman
700,601
 
(1)
Value at grant is based on the grant date fair value of $27.01 per PSU on June 1, 2015 with respect to all NEOs and the Black-Scholes value of $6.53 per option determined on the same date. More details of this accounting value can be found in the Summary Compensation Table footnotes below.
The PSUs and stock options discussed above were granted to the NEOs in June 2015with the goals and target dollar values approved by the Committee within the first 90 days of the fiscal year.
 
2015 Stock Option Awards. Each non-qualified stock option entitles an executive to purchase one share of Company stock at a set price per share after the stock option vests. The stock options vest in three equal installments in June 2016, 2017 and 2018 and expire in seven years.

2015 Performance Awards.  Each PSU entitles an executive to one share of Company stock if and when the PSU becomes both earned and vested.

PT PSUs. The PT PSUs are eligible to be earned based on the achievement of fiscal 2015 PT goals, with vesting of any earned amount in equal installments in June 2017 and June 2018. The Committee confirmed on March 8, 2016 that the 2015 PT result exceeded the predetermined target level ($100 million), resulting in 100% of the PT PSUs becoming eligible for vesting on the following schedule: 50% on June 1, 2017, and 50% on June 1, 2018 as long as the

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participant is employed in good standing on the vesting date (other than due to specified conditions such as retirement, death or termination without cause).
EPS PSUs. The EPS PSUs are eligible to be earned based on EPS achievement over a three-year period (fiscal 2015-2017). To the extent the Company achieves specific EPS results at the end of the three year measurement period, the earned portion of the PSUs will fully vest on June 1, 2018 (or at the time the Committee confirms the EPS performance for fiscal year 2017, if later) if the NEO remains employed by the Company 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 PSUs available to vest under this 2015 program will be capped at 200% of the target number of units.
            
  
 
% of Target Award That Vests
on June 1, 2018
Performance over fiscal years 2015 – 2017
 
Threshold
 
Target
 
Maximum
EPS achievement
 
25%
 
100%
 
200%

Special 2015 Performance-Based Awards. In December 2014, the Committee discussed the hiring efforts of competitors and its concern that key executives of the Company may be solicited to leave and join these competitors during a time of critical growth and change. After reviewing and considering a number of possible solutions, the Committee decided it would be prudent to put in place a special long-term performance based award that would be settled in equity and feature challenging 2016 EPS performance requirements and incentivize key executives to remain focused on stock price improvement through 2020. This program provided certain key executives with a written communication in February 2015 of the target dollar value that, upon the achievement of a certain 2016 EPS target, will be converted to equity on the first trading day of the week following the reporting of the fourth quarter of fiscal year 2016 results (likely February 2017). By communicating the target dollar award in February 2015 but waiting to translate this value to equity until the challenging 2016 EPS target is achieved, the Committee is prudently managing the number of shares that will be available for vesting under this plan and reducing the dilutive effect on the existing shareholders.
Once the award value is converted to equity it will then vest 50% on the first anniversary (likely February 2018) and 50% on the third anniversary (likely February 2020) of that 2017 conversion date as long as the key executive remains employed by the Company. Mr. Read received a grant value of $2.5M and Mr. Gupta received a grant value of $1.5M under this program. The CEO and other NEOs did not receive a grant under this program.
Performance Awards from Prior Years. As previously disclosed, the 2013 Executive Long-Term Performance Share Program (EPS/ROIC/OI PSUs) had a three-year performance measurement period (January 2013 – December 2015) and the following financial targets for 2015 results: EPS target of $2.60; ROIC target of 11% and OI% target of 1.55%. In establishing the 2013 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, ROIC and OI 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. Impacts of 2015 acquisitions were excluded because they were not material and did not impact the overall achievement, which was capped at 150%. The 2015 performance against these targets resulted in the combined achievement level under the plan of 99.4% of the 2013 EPS/ROIC/OI PSUs being earned by the participants, including the NEOs, who met the employment requirements of the award. Vesting of the earned shares will occur on June 3, 2016.
As previously disclosed, the 2013 Executive Long-Term Performance Share Program (TSR PSUs) had a three-year performance measurement period (January 2013 – December 2015). The number of units that vest is determined based on the TSR of Ingram Micro's common stock as compared to the TSR of a peer index of five companies. TSR is based on the return of the 90 calendar-day average stock prices between October 1, 2012 to December 29, 2012 and October 5, 2015 to January 2, 2016. Ingram Micro's TSR during the performance period was 92.25% which was 14.73% greater than the average TSR of the peer companies of 77.53%. Since the Company's TSR exceeded the TSR performance of peer companies, the actual achievement level under the plan is determined by multiplying the over performance, 14.73% by 3. As a result 44.2% of the shares granted under the TSR program will be earned (vest) by the participants, including the NEOs, on June 3, 3016.


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Stock Ownership and Retention Policy; Policy against Hedging Transactions
The Committee reviewed our stock ownership and retention policy in June 2015 and found that the current ownership requirements to achieve holdings of Ingram Micro common stock with a value equal to three to six times their base salary for our Section 16 reporting officers is above market median. The study also found that many peer companies include as owned or held shares that were not currently part of the Company's practice. As a result of this review, the Committee continues to require that Section 16 officers, and other executives, hold the following values in shares: The CEO’s target is six times his base salary. The target for the other NEOs, except Mr. Sherman, is four times their base salaries. Mr. Sherman's ownership target is three times his base salary. Shares considered as owned under this policy are now more consistent with prevailing practices and include: shares held by the executive directly or through a broker, all vested in-the-money stock options, all unvested RSUs and PSUs, 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. 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 PSU awards and 50% of the net after-tax shares resulting from the exercise of stock option awards. As of January 2, 2016, all NEOs have met their holding requirement except Mr. Sherman.
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 hold Company securities pledged 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, other key executives, 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 calculation, grant, vesting and/or payment of any "incentive compensation" (as defined in the policy), 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
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.

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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 2015, 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 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 2015 is noted under “All Other Compensation” in the “Summary Compensation Table” elsewhere in this proxy statement.
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 support his or her actual expenses. 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.
The Company requested that Mr. Gupta, in his role as Executive Vice President and President, Mobility, relocate to the United Kingdom in April 2014. As a result of this request, Mr. Gupta, a Singapore citizen who has been living and working for the Company in Singapore since 2004, received benefits under the Company's International Assignment Tax Equalization Policy. Mr. Gupta was tax-equalized to Singapore for all components of his compensation. Under the Company's Policy Mr. Gupta received a housing allowance; contribution towards the property management costs to maintain his Singapore residence; transportation allowance; annual home leave; medical and dental insurance; and tax preparation services for Singapore and United Kingdom for the length of his assignment. The details of these reimbursements are reported under the "Other Compensation" column in the "Summary Compensation Table". To ensure Mr. Gupta receives the full value of the allowances tied to his United Kingdom assignment, these payments are tax-equalized and the Company pays the local taxes due on these payments. Upon completion of his assignment, Mr. Gupta and his spouse will be repatriated to Singapore or to a new country location in the case of agreed upon reassignment.


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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. In late 2016, Mr. Monié will become eligible for this benefit in the event of his retirement from the Company.

Change in Control and Termination of Employment Arrangements
Change in Control Policy.  On December 15, 2015, the Committee adopted the Executive Change in Control Severance Plan ("CIC Plan") to update and replace the CIC policy it had adopted in September 2010. The Committee took this action after a review of prevalent terms for such policies at the Company's direct competitors and broader peer group, including a review of the median level of cash benefits under such policies. The updated CIC Plan, which provides “double-trigger” severance benefits, endeavors to continue providing 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 Committee will review the CIC Plan annually with the intention of keeping  the Company’s Change in Control cash multiple in the mid-range among its peer group companies. Current participants are the Chief Executive Officer, other NEOs, and Executive Vice Presidents.
In the event the participant's employment terminates under specified circumstances either within 24 months after the effective date of a change in control or during the period 6 months before a change in control, subject to the participant’s execution of a release and covenant agreement satisfactory to the Company, the CIC Plan provides the following severance benefits. Specifically, the CEO will be eligible for a lump sum cash payment of 2.5 times (and 2.0 times for other NEOs and Executive Vice Presidents) the sum of his base salary and target annual bonus; plus the fractional amount of the target annual bonus for the year in which the qualifying termination occurs; the annualized cost of the premiums required for the continuation of the Company-sponsored medical, dental and vision insurance benefits for 12 months; and outplacement benefits of up to $50,000. A summary of the terms and conditions of the CIC 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, if 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.

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). 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.


36


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 2015, 2014 and 2013 fiscal years.
 
Name and Principal Position
 
Year
 
Salary
($)(1)
 
Bonus
($)
 
Stock Awards
($)(2)
 
Option Awards
($)(3)
 
Non-Equity Incentive Plan Compensation ($)(4)
 
All Other
Compensation
($)(5)
 
Total
($)
Alain Monié (6)
 
2015
 
1,000,000

 
__

 
3,849,978

 
1,650,000

 
2,500,000

 
29,908

 
9,029,886

 Chief Executive Officer
 
2014
 
992,307

 
__

 
4,400,009

 
1,099,999

 
1,857,599

 
32,309

 
8,382,223


 
2013
 
876,923

 
__

 
4,966,994

 
4,982,180

 
1,437,978

 
23,813

 
12,287,888

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
William D. Humes
 
2015
 
682,500

 

 
699,991

 
300,001

 
506,142

 
21,328

 
2,209,962

  Chief Financial Officer
 
2014
 
708,750

 

 
1,039,972

 
260,002

 
789,689

 
13,089

 
2,811,502

 
 
2013
 
667,500

 

 
2,026,097

 

 
575,326

 
11,615

 
3,280,538

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul Read
 
2015
 
734,999

 

 
3,900,009

 
600,003

 
598,290

 
725

 
5,834,026

  Chief Operating Officer
 
2014
 
747,115

 
180,000

 
1,599,983

 
399,999

 
924,928

 
16,945

 
3,868,970

 
 
2013
 
161,539

 
180,000

 
2,370,493

 

 
161,539

 
130

 
2,873,701

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shailendra Gupta
 
2015
 
621,167

 

 
2,059,998

 
239,997

 
320,460

 
763,686

 
4,005,308

  Executive Vice President,
 
2014
 
650,741

 
451,020

 
640,005

 
160,002

 
620,741

 
356,040

 
2,878,549

  Mobility and Global Group
 
2013
 
670,480

 

 
1,013,062

 

 
538,329

 
147,107

 
2,368,978

  President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scott D. Sherman
 
2015
 
321,538

 

 
385,001

 
315,600

 
156,560

 
689

 
1,179,388

  Executive Vice President,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Human Resources
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
The salary information provided for 2015 reflects salary paid during the 26 pay periods (in the US) in our fiscal year January 4, 2015 through January 2, 2016. The salary information for 2014 consisted of 27 pay period (in the US) for the fiscal year.
Mr. Gupta, as an expatriate in the United Kingdom, is tax equalized to Singapore. While the majority of his pay was paid in Singapore dollars through Singapore payroll, a portion of his pay was paid in pounds. Salary paid in Singapore dollars and in pounds were converted to U.S. dollars for reporting purposes using the 2015 fiscal year-end exchange rate as of January 2, 2016 of SGD 1 = US$0.7095 and GBP 1 = US$1.4747, respectively.

(2)
Stock Awards reflect the aggregate grant date fair value, calculated in accordance with ASC 718, for PSU awards granted during the respective year. PSU awards granted during 2015 included an annual award granted to the NEOs on June 1, 2015. 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 January 2, 2016. The Grant date value of the EPS and PT awards is $27.01 per unit for all grants. In the event the EPS awards achieve the maximum performance level of 200%, the value of the EPS and PT equity will be as follows:
Mr. Monié - 223,990 units; Maximum value $6,804,816.
Mr. Humes - 40,725 units; Maximum value $1,237,226.
Mr. Read - 81,452 units; Maximum value $2,474,512.
Mr. Gupta - 32,580 units; Maximum value $989,780.
Mr. Sherman - 22,399 units; Maximum value $680,482.
Additionally, in February 2015 Mr. Read and Mr. Gupta were awarded special performance-based awards of $2.5M and $1.5M, respectively. These awards are included as Stock Awards above and upon the achievement of a certain 2016 EPS performance requirement the value will convert to equity on the first trading day of the week following the fourth quarter reporting of fiscal year 2016 results. The equity would then vest 50% on the first anniversary and 50% on the third anniversary as long as the key executive remains employed by the Company. The value of these awards is not included in the maximum values in the above bullets. The CEO and other NEOs did not receive a grant under this program.
    
(3)
The NEOs received an annual award of Non-Qualified Stock Options on June 1, 2015 under the Ingram Micro 2011 Incentive Plan, as amended, with an exercise price of $27.01, the closing price of IM stock on June 1, 2015. The options will vest in three equal annual installments beginning June 1, 2016 and expire on June 1, 2022. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $6.53 per share value on June 1, 2015 and was

37


determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.56%; expected option life of 4.5 years; dividend yield of 0%; and risk free interest rate of 1.55%.
In addition, Mr. Sherman was awarded a new hire grant of 30,000 Non-Qualified stock options on May 1, 2015, with an exercise price of $25.65, which was the closing price of the Company's stock. The options will vest 50% on the second anniversary and 50% on the third anniversary of that date to expire on April 30, 2020. The grant date fair value of the stock options is based on a Black-Scholes $5.02 per share value on May 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.64%; expected option life of 3.25 years; dividend yield of 0%; and risk free interest rate of 0.97%.
(4)
Non-Equity Incentive Plan Compensation for 2015 represents the 2015 EIAP that was paid in March 2016. Mr. Gupta’s EIAP payment was converted using the 2015 fiscal year-end exchange rate as of January 2, 2016 of SGD 1 = US$0.7095.
(5)
The amounts in this column for 2015 are itemized in the “All Other Compensation Table – Fiscal Year 2015” table following these footnotes.
(6)
The “Total Realized Compensation” shown below includes all cash compensation as disclosed in the Summary Compensation Table and any income on the exercise of stock options and PSUs released during that calendar year.
In 2013, Mr. Monié’s realized compensation was lower than the disclosed compensation in the Summary Compensation Table. While the 2013 Summary Compensation Table records the premium options Mr. Monié was granted and many of these options are now exercisable, no income has been realized from this grant. In 2014, Mr. Monié's realized compensation was slightly higher than the disclosed compensation in the Summary Compensation Table because his 2011 new hire grant of restricted stock units and performance shares vested at a value of $5,277,289, and he realized a gain of $457,520 from the exercise of stock options granted to him prior to his departure in 2010. In 2015, Mr. Monié’s realized compensation was higher than the disclosed compensation in the Summary Compensation Table as a result of three different performance shares programs vesting at $5,442,779 and a gain of $1,047,478 from the exercise of stock options that were expiring in 2015.



38


All Other Compensation Table — Fiscal Year 2015
 
Name
 
Company Contributions to Retirement Savings Plans ($) (a)
 
Health/
Welfare
Benefits
($) (b)
 
Expatriate Compensation ($) (c)
 
Tax Equalization ($) (d)
 
Total All Other Compensation ($)
Alain Monié
 
27,683
 
2,225
 

 

 
29,908
William D. Humes
 
20,603
 
725
 

 

 
21,328
Paul Read
 

 
725
 

 

 
725
Shailendra Gupta
 
116,643
 

 
254,733
 
392,310

 
763,686
Scott D. Sherman
 

 
689
 

 

 
689
 
(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. Gupta, consists of $34,193 in expatriate health insurance premiums; $185,812 in housing allowance in the United Kingdom; transportation allowance of $28,019; and home leave airfare expense of $6,709 which was incurred in 2015 for Mr. Gupta and his spouse.
(d)
Tax Equalization — Consists of foreign taxes paid, tax settlements and other taxes related to foreign assignments that were paid by the Company, related to the 2014 income tax year, over and above the individual’s stay-at-home tax obligations.

39


PLAN-BASED AWARDS GRANTED IN LAST FISCAL YEAR
The following table provides information relating to plan-based awards granted to the NEOs during the 2015 fiscal year ended January 2, 2016.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2015
 
 

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) 6/1/2015

3/10/2015









61,088







1,649,987



(1) 6/1/2015

3/10/2015







20,363


81,451


162,902





2,199,992



(2) 6/1/2015

3/10/2015














252,680

27.01

1,650,000



(3) N/A

2/4/2015

750,000


1,500,000


3,300,000












































William D. Humes

(1) 6/1/2015

3/10/2015









11,107







300,000



(1) 6/1/2015

3/10/2015







3,702


14,809


29,618





399,991



(2) 6/1/2015

3/10/2015














45,942

27.01

300,001



(3) N/A

2/4/2015

307,125


614,250


1,351,350












































Paul Read

(1) 6/1/2015

3/10/2015









22,214







600,000



(1) 6/1/2015

3/10/2015







7,405


29,619


59,238





800,009



(2) 6/1/2015

3/10/2015














91,884

27.01

600,003



(3) N/A

2/4/2015

367,500


735,000


1,617,000












 
 
(4) 2/9/2015
 
12/18/2014
 

 

 

 

 

 

 



2,500,000

































Shailendra Gupta

(1) 6/1/2015

3/10/2015









8,886







240,011



(1) 6/1/2015

3/10/2015







2,962


11,847


23,694





319,987



(2) 6/1/2015

3/10/2015














36,753

27.01

239,997



(3) N/A

2/4/2015

217,409


434,817


956,597














(4) 2/9/2015

12/18/2014
















1,500,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scott Sherman

(5) 5/1/2015

2/4/2015














30,000

25.65

150,600



(1) 6/1/2015

3/10/2015









6,109







165,004



(1) 6/1/2015

3/10/2015







2,036


8,145


16,290





219,996



(2) 6/1/2015

3/10/2015














25,268

27.01

165,000



(3) N/A

2/4/2015

95,000


190,000


418,000












 
(1)
Ingram Micro granted two separate awards of PSUs under the 2011 Incentive Plan, as amended, on June 1, 2015 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.
PT PSUs: The first award of 61,088, 11,107, 22,214, 8,886 and 6,109 PSUs at "Target," respectively, to Messrs. Monié, Humes, Read, Gupta and Sherman relate to PT performance metrics. Since the award provides only for a single payout, that amount is reported as "Target".

40


EPS PSUs: The second award of 81,451, 14,809, 29,619, 11,847 and 8,145 at "Target," respectively to Messrs. Monié, Humes, Read, Gupta and Sherman relate to EPS performance metrics. The maximum number of EPS PSUs available to vest for over achievement of performance goals is 200% of the target award.
(2)
Ingram Micro granted Non-Qualified Stock Options under the 2011 Incentive Plan, as amended, on June 1, 2015, with an exercise price of $27.01, which was the closing price of the Company's stock on June 1, 2015. The options will vest in three equal installments beginning June 1, 2016 and expire on May 31, 2022. The grant date fair value of the stock options shown in the table is based on a Black-Scholes $6.53 per share value on June 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.56%; expected option life of 4.5 years; dividend yield of 0%; and risk free interest rate of 1.55%.
(3)
Incentive Awards under the 2015 EIAP. The actual 2015 incentive awards earned by Messrs. Monié, Humes, Read, Gupta and Sherman are as disclosed in the "Summary Compensation Table under Non-Equity Incentive Plan Compensation." See the discussion above under “Compensation Discussion and Analysis How Designed and Determined Annual Executive Incentive Award Program”.
(4)
In February 2015, Mr. Read and Mr. Gupta were awarded special performance-based awards of $2.5M and $1.5M, respectively. Upon the achievement of a certain 2016 EPS target, these awards will convert to equity on the first trading day of the week following the fourth quarter of fiscal year 2016 results. The equity will then vest 50% on the first anniversary and 50% on the third anniversary as long as the key executive remains employed by the Company. The CEO and other NEOs did not receive a grant under this program.
(5)
Ingram Micro granted Mr. Sherman Non-Qualified stock options under the 2011 Incentive Plan, as amended, on May 1, 2015, with an exercise price of $25.65, which was the closing price of the Company's stock. The options will vest 50% on the second anniversary of that date and 50% on the third anniversary of that date to expire on April 30, 2020. Mr. Sherman became a Section 16 Officer on June 2, 2015. The grant date fair value of the stock options in the table is based on a Black-Scholes $5.02 per share value on May 1, 2015 and was determined in accordance with ASC 718 using the following assumptions: stock price volatility of 25.64%; expected option life of 3.25 years; dividend yield of 0%; and risk free interest rate of 0.97%.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2015
The following table provides information relating to outstanding equity awards held by the NEOs at January 2, 2016.
 
 
 
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:
(1)
933,333

466,667

26.00


11/18/2017










(2)
63,547


127,094


27.96


6/1/2019










(3)


252,680


27.01


5/31/2022










(4)








122,735


3,728,689






(5)








54,576


1,658,019






(6)








41,159


1,250,410