Laura Ingle Sharp
INGLES MARKETSAbout Laura Ingle Sharp
Laura Ingle Sharp has served on the Ingles Markets board since February 1997 and is the sister of Chairman Robert P. Ingle II. The 2025 proxy lists her age as 68. Her biography notes prior full-time and part-time service in several capacities for the company and its subsidiaries, providing long-standing operating familiarity. She is not classified as an independent director under Nasdaq rules; the board identifies only Ayers, Ferguson, Lowden, and Tudor as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingles Markets, Inc. | Director | 1997–present | Previously served on Human Resources Advisory Committee (fiscal 2017) alongside Ronald B. Freeman |
| Ingles Markets, Inc. | Company/Subsidiary roles | Not disclosed (prior years) | Served the company in several capacities on a full-time and part-time basis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in the company’s latest and recent proxy statements | — | — |
Board Governance
- Independence: Not independent; the Board determined only Ayers, Ferguson, Lowden, and Tudor are independent. Ingles is a Nasdaq “Controlled Company” due to the voting power of Chairman Robert P. Ingle II.
- Family relationship: Laura Ingle Sharp is the sister of Chairman Robert P. Ingle II.
- Committee assignments (FY2024): Not listed on Executive Committee or Audit/Compensation Committee. Executive Committee: Ingle II, Lanning, P.E. Jackson. Audit/Compensation: Ayers, Ferguson, Tudor (Ayers is audit committee financial expert).
- Attendance: The Board held 4 meetings in FY2024; Audit/Compensation held 6. Other than Mr. Lowden, each director attended at least 75% of Board and committee meetings (implies Ms. Sharp ≥75%). All directors attended the 2024 annual meeting.
- Hedging policy: The company does not currently have formal practices or policies restricting associates (including officers) or directors from engaging in hedging transactions in company equity.
| Governance Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 4 | 4 |
| Audit/Comp meetings held | 10 | 6 |
| Director attendance threshold | ≥75% for all except Lowden | ≥75% for all except Lowden |
Fixed Compensation
- Structure (outside directors): $15,000 annual retainer; $1,250 per Board or committee meeting; Audit/Comp members (non-chair) additional $10,000; Audit/Comp chair additional $15,000.
| Component | Amount |
|---|---|
| Annual retainer (cash) | $15,000 |
| Per meeting fee (Board/committee) | $1,250 |
| Audit/Comp member retainer (non-chair) | $10,000 |
| Audit/Comp chair retainer | $15,000 |
| Director Compensation (Cash) | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Laura Ingle Sharp | $20,000 | $20,000 |
| Total – Laura Ingle Sharp | $20,000 | $20,000 |
Performance Compensation
- The director compensation table shows only cash compensation for outside directors; no equity or option awards were granted to directors in FY2023 or FY2024 (director table consists solely of “Fees Earned or Paid in Cash” with “Total” equal to cash). This implies no equity-linked or performance-conditioned director pay.
Other Directorships & Interlocks
- Public company boards: None disclosed.
- Interlocks: The company reports no compensation committee interlocks requiring disclosure; the Audit/Compensation Committee consists of independent directors.
Expertise & Qualifications
- Long-tenured company insider with operational familiarity from prior service in several capacities across Ingles and its subsidiaries; brings company-specific operational knowledge to the Board.
Equity Ownership
- Material change in beneficial ownership: Ms. Sharp reported 42,700 Class A shares as of 9/30/2023, but reported 0 Class A and 0 Class B shares as of 9/28/2024. The 2024 proxy also disclosed a delinquent Form 4 for her reflecting conversion of 77,700 shares of Class B into Class A. No pledging is disclosed.
| Beneficial Ownership | As of 9/30/2023 | As of 9/28/2024 |
|---|---|---|
| Class A shares | 42,700 (0.3%) | 0 (“*” less than 1%) |
| Class B shares | 0 (“*”) | 0 (“*”) |
| Percentage of total voting power | 0.1% | “*” (less than 1%) |
- Insider trades and Section 16 notes:
- FY2023: Ms. Sharp inadvertently failed to timely file a Form 4 reflecting conversion of 77,700 shares of Class B to Class A (ultimately reported).
| Date/Period | Transaction | Shares | Security | Note |
|---|---|---|---|---|
| FY2023 (reported in 2024 proxy) | Conversion | 77,700 | Class B → Class A | Delinquent Form 4 filing by Ms. Sharp |
Governance Assessment
-
Positive indicators:
- Independent, financially literate Audit/Compensation Committee and named audit committee financial expert (Ayers).
- Ms. Sharp met the ≥75% attendance threshold in FY2024 and attended the 2024 annual meeting.
-
Risk indicators and potential red flags:
- Controlled Company and family ties: Ms. Sharp is the Chairman’s sister; board is not majority independent by design. This can concentrate influence and reduce independent oversight.
- Related-party transactions: The company engaged in leases and property transactions with entities in which the Chairman is a principal (reviewed/approved per policy), underscoring the importance of robust independent committee oversight.
- Hedging policy: The company lacks a formal anti-hedging policy for directors and officers, which many governance frameworks flag as a misalignment risk.
- Alignment via ownership: Ms. Sharp’s reported beneficial ownership declined from 42,700 Class A shares (as of 9/30/2023) to zero (as of 9/28/2024), reducing “skin-in-the-game.” While the proxy does not explain the change, it is a notable shift for alignment analysis.
- Not independent and no current service on Audit/Compensation or Executive Committee, limiting direct influence over key oversight functions.
Overall implications for investors: Ingles’ controlled structure and family relationships place a premium on the independence and rigor of the Audit/Compensation Committee. Ms. Sharp brings long company experience but is not independent and is not on key oversight committees. Her drop to zero reported beneficial ownership as of FY2024 and the absence of a formal anti-hedging policy weaken alignment optics. Investors should monitor continued related-party transactions and the independence/composition of oversight committees for sustained governance quality.