CEO Paul Bay's total reported compensation of $9,665,531 for Fiscal Year 2025 is reasonable for a technology distribution company of Ingram Micro's scale (~$5.8B market cap, revenues between $12.5B and $50B per the proxy), and the proxy discloses that his base salary of $950,000 is actually below the 25th percentile of the peer group — suggesting the pay level is not inflated. The pay structure is well-designed: 65% of the CEO's total target direct compensation is performance-based (annual cash incentive tied to Adjusted EBITDA and Free Cash Flow, plus performance stock awards tied to non-GAAP Net Income, Adjusted ROIC, and Free Cash Flow over a three-year period), comfortably exceeding the 50-60% variable pay threshold; the remaining equity is time-vesting restricted stock units that still require continued service. The company received 98.79% support on Say on Pay at the 2025 annual meeting, maintains both a mandatory Dodd-Frank clawback policy and a broader discretionary clawback policy, and the annual bonus was voluntarily capped at 120% (below the formula result of 122.27%) — all of which reflect sound governance around incentive pay.

PwC has audited Ingram Micro continuously since at least 1994 — a tenure of approximately 31 years — which exceeds the 25-year threshold that triggers a no vote under our policy; the proxy does not provide a specific and compelling rationale for continued engagement such as a disclosed multi-year rotation plan or exceptional audit quality metrics that would override this trigger. The non-audit fee ratio of approximately 22.7% is comfortably below the 50% independence threshold and does not raise additional concerns, but the tenure issue alone is sufficient to warrant a vote against ratification.