William Ingram
About William Ingram
William Ingram (age 68) is a Class II independent director of CCC Intelligent Solutions, on the board since July 30, 2021 with a term expiring in fiscal year 2026. He is a seasoned finance and SaaS operator: former CFO of Avalara (2015–2020), interim CFO at Khan Academy (2015), and executive roles at Leap Wireless and AT&T; he holds a BA in Economics from Stanford and an MBA from Harvard Business School. He is CCC’s Audit Committee Chair and the committee’s designated “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalara, Inc. | Chief Financial Officer | Dec 2015 – Apr 2020 | Led finance at a cloud-based SaaS compliance company |
| Khan Academy | Interim CFO | Apr 2015 – Dec 2015 | Stabilized finance at a non-profit education platform |
| Leap Wireless International | EVP & Chief of Strategy | Aug 2007 – Mar 2014 | Strategy leadership pre- and post-acquisition |
| AT&T (post-acquisition of Leap) | Executive | Mar 2014 – Jan 2015 | Integration period following acquisition |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Paymentus | Director | Current | Public company directorship |
| Avalara, Inc. | Director | Former | Prior board service |
Board Governance
- Committee assignments: Audit Committee Chair and designated “audit committee financial expert”; member of the Human Capital and Compensation Committee (HCCC). Each member of the Audit and HCCC committees qualifies as independent under Nasdaq and SEC rules.
- Attendance: In 2024, every director except Christopher Egan attended at least 75% of board and applicable committee meetings; this indicates Ingram met the minimum attendance threshold. Board held 8 meetings; Audit 7; HCGC 3; HCCC 5.
- Independence: CCC’s board includes seven independent directors; committee rosters affirm independence of Audit and HCCC members.
- Board leadership: Combined Chair/CEO with a presiding director structure to ensure independent leadership (presiding director: Eric Wei).
- Shareholder rights overlay: Advent Investor retains director designation rights and at least one Advent-designated director on each committee while holdings remain above thresholds; Advent designated Ingram among others. Governance mitigating factor: Audit Committee reviewed and approved a March 2025 share repurchase from Advent and was comprised entirely of independent, disinterested directors.
Fixed Compensation (Director)
| Component | 2024 Amount | Terms |
|---|---|---|
| Cash Retainer | $60,000 | $15,000 per quarter for board service |
| RSU – Annual Board Grant | $250,000 | Vests fully by earlier of 1-year anniversary or next annual meeting, subject to service |
| RSU – Committee Chair Grant | $25,000 | Same vesting schedule as above |
| Total Director Compensation | $335,004 | Cash + equity (equity ≈ 82%, cash ≈ 18%) derived from disclosed amounts |
Performance Compensation (Director)
| Equity Grant Type | 2024 Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Board RSUs | $250,000 | Fully vests by earlier of 1-year anniversary or next annual meeting; service-based | None (time-based; no performance metrics) |
| Audit Chair RSUs | $25,000 | Same as above; service-based | None |
- Director stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash fees (for Ingram, 3 × $60,000 = $180,000), to be met within five years of becoming a covered individual (or by five years from Jan 1, 2023). Compliance status for each director is not disclosed.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Paymentus | FinTech/payments | Director | No CCC-related interlocks disclosed |
| Avalara (former) | SaaS tax compliance | Director (former) | No CCC-related interlocks disclosed |
- Related party transactions: None involving directors/executives >$120,000 in 2024; policy requires Audit Committee approval for any future related person transactions.
Expertise & Qualifications
- Audit/finance expertise: Designated Audit Committee financial expert; former CFO of a public SaaS company.
- SaaS/technology domain exposure and board experience.
- Education: BA Economics (Stanford), MBA (Harvard Business School).
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial Ownership | 213,832 shares | <1% of outstanding shares; based on 658,943,785 outstanding as of Apr 1, 2025 |
| Options Outstanding (12/31/2024) | 170,275 | Held by Ingram as of year-end 2024 |
| RSUs Outstanding (12/31/2024) | 23,565 | Director RSUs vest at next annual meeting or 1-year anniversary |
| Hedging/Pledging | Prohibited without pre-approval | Insider Trading Policy forbids hedging/pledging without pre-approval |
Governance Assessment
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Strengths for investor confidence
- Independent Audit Chair with CFO background; explicitly designated financial expert. Enhances oversight of financial reporting and auditor independence.
- Attendance met minimum standards; active committee service across Audit and HCCC.
- Clear director compensation structure with majority equity; RSUs align interests via required service and stock ownership guidelines (3x cash fees).
- Robust policies: clawback (Nasdaq-compliant), anti-hedging/pledging, Code of Ethics, independent comp consultant.
-
Watch items and potential conflicts
- Advent Investor designation rights and committee presence create perceived interlock risk; however, Ingram is classified independent, and the Audit Committee (including its chair) is asserted as independent and disinterested in approving a 2025 Advent share repurchase. Monitor committee deliberations and recusals on Advent-related matters.
- 2024 Say‑on‑Pay support at ~68% suggests mixed shareholder sentiment on executive pay; not director-specific but relevant to overall governance tone.
-
RED FLAGS
- None disclosed for related-party transactions in 2024.
- No hedging/pledging disclosures; policy prohibits without pre-approval.
- No legal proceedings or SEC investigations noted in proxy for directors. (Not disclosed; no items to report.)