CEO Paul Bay received total compensation of approximately $9.7 million in fiscal 2025, which is reasonable for a CEO of a $6.8 billion market-cap technology distribution company; the proxy discloses that his base salary was actually below the 25th percentile of the peer group, and the committee increased it by only a modest 3.5%, so fixed pay is not a concern. The pay structure is well-designed — 65% of the CEO's total target pay was performance-based (annual cash incentive tied to Adjusted EBITDA and Free Cash Flow, plus performance stock awards tied to multi-year financial metrics), exceeding the 50-60% variable pay threshold our policy requires. The company also maintains both a required and a discretionary clawback policy, received 98.79% shareholder support on say-on-pay at the prior annual meeting indicating broad shareholder satisfaction, and the annual bonus payout of 120% of target reflects genuine above-threshold financial performance, supporting a FOR vote.

PwC has served as Ingram Micro's auditor continuously since at least 1994, a tenure of approximately 31 years, which exceeds the 25-year threshold in our policy that raises concerns about whether the auditor remains sufficiently independent and willing to challenge management. The non-audit fee ratio (combining audit-related fees of $1,272,022 and tax fees of $1,561,091, totaling $2,833,113 in non-audit fees against $12,465,203 in core audit fees) is approximately 23%, which is within the acceptable 50% limit and does not independently trigger a negative vote. However, the tenure trigger alone is sufficient to warrant an AGAINST vote, and the proxy does not provide a specific and compelling rationale — such as a disclosed multi-year rotation plan or exceptional audit quality metrics — that would justify continued engagement beyond 25 years.