Robert P. Ingle, II
INGLES MARKETSAbout Robert P. Ingle, II
Chairman of the Board of Ingles Markets since May 2004; director since February 1997; former Chief Executive Officer (March 2011–March 2016). Employed by the Company since 1985; age 56 (as disclosed in January 2025) . Under his board leadership, Ingles remains a controlled company with dual‑class voting; he beneficially controls ~72.5% of total voting power via Class B shares and trusts, aligning him tightly with equity outcomes but concentrating governance authority . Company performance over 2021–2024 shows cumulative TSR at 182→229→213→212, Net Sales of $4,987,920k→$5,678,835k→$5,892,782k→$5,639,609k, and Net Income of $249,731k→$272,759k→$210,812k→$105,541k, indicating a post‑pandemic normalization and margin pressure through 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingles Markets, Inc. | Chairman of the Board | May 2004–Present | Long‑tenured board leadership with controlling vote; sets agenda and liaises with management . |
| Ingles Markets, Inc. | Chief Executive Officer | Mar 2011–Mar 2016 | Led operations through expansion/modernization period; transitioned to non‑executive Chair role after 2016 . |
| Ingles Markets, Inc. | Director | Feb 1997–Present | Governance continuity; deep grocery industry experience . |
| Ingles Markets, Inc. | Various management roles | 1985–1997 | Operational grounding across the business . |
External Roles
- No external public company directorships or committee roles are disclosed in the company’s proxy materials for Mr. Ingle II .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,053,333 | 1,194,904 | 1,195,000 |
| All Other Compensation ($) | 79,962 | 111,468 | 142,380 |
Breakdown of “All Other Compensation” for FY 2024: 401(k) match $7,763; Non‑Qualified Plan match $117,600; Life insurance $924; AD&D/LTD insurance $927; Travel expenses $15,166 .
Program design context:
- Compensation elements for executives are base salary, annual cash bonuses, and retirement/health/other benefits; no equity is disclosed .
- The company discloses no employment, change‑of‑control, or severance agreements with executive officers .
Performance Compensation
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2022 | Annual cash bonus | Company profitability and individual performance (subjective) | Not disclosed | Not disclosed | $4,685,000 | Cash bonus; timing not specified in proxy |
| 2023 | Annual cash bonus | Company profitability and individual performance (subjective) | Not disclosed | Not disclosed | $6,645,000 | Cash bonus; timing not specified in proxy |
| 2024 | Annual cash bonus | Company profitability and individual performance (subjective) | Not disclosed | Not disclosed | $6,085,000 | Cash bonus; timing not specified in proxy |
Notes:
- No RSUs/PSUs or stock option awards are reported for Mr. Ingle II in the Summary Compensation Table; the program is cash‑focused .
- For context, the Milkco subsidiary president receives a formulaic bonus tied to Milkco EBT (cap $49,950), underscoring that corporate NEO bonuses (including Mr. Ingle’s) are discretionary rather than formulaic .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned (see note) | % of Class B | % of Total Voting Power | Key Ownership Details |
|---|---|---|---|---|
| Sep 30, 2023 | 4,294,334 | 95.5% | 72.2% | Includes 4,203,250 Class B shares held in a trust and LLC where he is sole trustee with sole voting/dispositive power; also includes 91,084 Class B shares in Profit Sharing Plan where he is a co‑trustee (disclaimed) . |
| Sep 28, 2024 | 4,278,134 | 96.1% | 72.5% | Includes 4,203,250 Class B shares held in trust/LLC as above; includes 74,884 Class B shares in Profit Sharing Plan where he is a co‑trustee (disclaimed) . |
- Dual‑class structure: Class B carries 10 votes/share and is convertible 1:1 into Class A under certain conditions . Ingles qualifies as a “Controlled Company” under Nasdaq due to Mr. Ingle II’s voting power .
- Hedging/pledging: The company states it does not currently have formal practices or policies regarding hedging transactions by associates/directors; no pledging disclosure is provided in the proxy .
- Stock ownership guidelines: Not disclosed in the proxy .
Employment Terms
- No employment contracts, severance, or change‑of‑control agreements for executive officers (thus no salary/bonus multiples, single/double‑trigger provisions, or golden parachute tax gross‑ups are disclosed) .
- Retirement programs: Company 401(k) matching (FY24 match program and Mr. Ingle’s match amounts disclosed) and Executive Nonqualified Excess Plan with Company match (FY24 match $117,600 for Mr. Ingle II) .
- Clawback policy: The proxy does not describe an executive compensation clawback/recoupment policy; governance disclosures focus on code of ethics and insider trading policy .
Board Service & Governance (dual-role implications)
- Roles: Chairman since 2004; member of the Executive Committee (with CEO and CFO) that can exercise board powers between meetings .
- Independence/structure: Ingles is a controlled company and does not maintain a separate nominating committee; Audit/Compensation functions are combined in one committee comprised of independent directors (Ayers, Ferguson, Tudor; Ayers is the audit committee financial expert) . The CFO is also a director, which is atypical for independence .
- Board composition/attendance: Four independent directors (Ayers, Ferguson, Lowden, Tudor). The board held 4 meetings in FY2024; except for Mr. Lowden, each director attended at least 75% of meetings/committees served .
- Dual‑role considerations: While Mr. Ingle II is not the CEO, he chairs the board and serves on the Executive Committee with the CEO and CFO, and the company qualifies as a controlled company. Executive pay decisions can be made by the Chairman/CEO subjectively with committee oversight thresholds—raising potential independence/perception concerns typical for controlled companies .
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company Total Shareholder Return (value of $100) | 182 | 229 | 213 | 212 |
| Peer-Group TSR (value of $100) | 118 | 117 | 131 | 168 |
| Net Sales ($000s) | 4,987,920 | 5,678,835 | 5,892,782 | 5,639,609 |
| Net Income ($000s) | 249,731 | 272,759 | 210,812 | 105,541 |
Observations:
- Net Income declined materially in FY2024 versus FY2023, while Mr. Ingle’s bonus also decreased Y/Y but remained high relative to salary ($6.085M vs. $1.195M), consistent with a discretionary cash‑heavy program .
- Over 2021–2024, Company TSR outpaced peers in earlier years but lagged the peer group in 2024 (212 vs. 168 peer TSR — higher number indicates better cumulative return; peers improved more in 2024) .
Say‑on‑Pay & Shareholder Feedback
| Year | Outcome |
|---|---|
| 2023 meeting (for FY2022 pay) | Shareholders “overwhelmingly” approved executive compensation (advisory) . |
| 2024 meeting (for FY2023 pay) | Shareholders “overwhelmingly” approved executive compensation (advisory) . |
Related Party Transactions (governance red flags to monitor)
- FY2024: Company leased property from an LLC in which Mr. Ingle II is a principal; aggregate annual lease obligations “currently approximately $160,000” (as of the 2025 proxy) . In January 2024, Company and an LLC with Mr. Ingle II as a principal swapped adjoining properties; independent appraisals obtained; Company received $2.3 million in addition to the swapped property based on those appraisals .
- FY2023 (prior year disclosure): Property purchases totaling $5.8 million from an LLC with Mr. Ingle II as a principal; and a property swap (~$600k each) with the same party; independent appraisals obtained. Also disclosed leases totaling approximately $318,000 annually to an entity with Mr. Ingle II as a principal .
Company states all such transactions were reviewed/approved by the Audit Committee and believed to be on no less favorable terms than arm’s‑length transactions .
Compensation Committee Analysis
- Committee composition: Independent directors Ayers, Ferguson, Tudor; Ayers designated “audit committee financial expert” .
- Process: For executive officers (including Mr. Ingle II), bonuses and pay levels are subjectively determined by the Chairman and CEO, with committee approval required for certain thresholds (e.g., executive incentive payments; base salary increases >$500k, etc.) .
- Peer benchmarking: Not disclosed for compensation (TSR peer group is used for pay‑versus‑performance presentation, not pay setting) .
Equity Ownership & Alignment Signals
- Strong alignment via concentrated Class B control and trust holdings (~96% of Class B; ~72.5% voting power). However, absence of disclosed hedging/pledging prohibitions and lack of equity‑based awards mean incentives are primarily realized through cash compensation rather than incremental stock vesting .
- No director stock ownership guidelines disclosed .
Investment Implications
- Pay‑for‑performance: Mr. Ingle II’s compensation is high and predominantly discretionary cash bonus without disclosed formulaic metrics; FY2024 bonuses decreased with the earnings decline, but payouts remain substantial relative to salary. Lack of equity awards reduces vesting‑related selling pressure but may weaken long‑term incentive alignment versus peers using equity .
- Governance/risks: Controlled company status, combined Audit/Comp committee, no separate nominating committee, and related‑party real estate dealings warrant ongoing governance discounts in valuation frameworks and tighter monitoring of capital allocation decisions .
- Alignment and retention: Extremely high beneficial ownership and control suggest very low retention risk and strong economic alignment, albeit with minority shareholder protections relying on independent directors and committee oversight rather than dispersed voting .
- Trading signals: No equity award overhang and no disclosed hedging/pledging policy elevate the need to watch Form 4s for disposition patterns around catalysts; say‑on‑pay has not surfaced investor pressure to date (“overwhelming” approval) .