Felicia Alvaro
About Felicia Alvaro
Felicia Alvaro (age 64) is an independent Class III director of Ingram Micro Holding Corporation, serving since October 2024; she chairs the Audit Committee and is designated an “audit committee financial expert.” She previously served as Chief Financial Officer, EVP and Treasurer of Ultimate Software (2018–2020) after joining soon after its IPO in 1998; earlier she held finance roles at Precision Response Corporation, Pueblo Xtra International, and KPMG. She holds a B.S. in Accounting from Southeastern Louisiana University and is a CPA (Georgia).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultimate Software | Chief Financial Officer, EVP & Treasurer | 2018–2020 | Oversaw 2019 transition from public to private ownership; led accounting, finance, privacy, risk & compliance, FP&A, tax, treasury, and financial systems teams |
| Ultimate Software | Vice President of Finance (joined shortly after IPO) | 1998–2018 | Senior finance leadership spanning 22-year tenure |
| Precision Response Corporation; Pueblo Xtra International; KPMG | Finance and accounting roles | c. 11 years pre-1998 | Early career development in finance/accounting |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Cornerstone OnDemand | Director | Until 2021 | No current public company directorships |
Board Governance
- Committee leadership and expertise: Chair, Audit Committee; Board has designated Alvaro and Leslie Heisz as “audit committee financial experts.” Audit Committee members (Alvaro, Heisz, Wienbar) are NYSE “independent.” The Audit Committee met twice in FY 2024 post-IPO.
- Independence and attendance: Board has determined Alvaro is independent. Each director serving in FY 2024 attended 100% of Board and applicable committee meetings; the Board held one meeting post-IPO in FY 2024.
- Controlled company context: Platinum Equity controls ~90% of voting power; INGM utilizes NYSE controlled-company exemptions (no majority independent board), and Platinum retains board nomination and committee-representation rights per an Investor Rights Agreement. These factors concentrate control and can constrain minority-stockholder influence.
- Audit oversight: The Audit Committee oversees financial reporting, internal controls, compliance, auditor independence, cybersecurity, and ERM; Alvaro signed the Audit Committee Report.
- Overboarding policy: Directors limited to ≤5 public boards; Audit Committee members limited to ≤3 audit committees. Alvaro currently holds no other public boards, within policy.
Fixed Compensation
| Item | Amount | Detail |
|---|---|---|
| Annual cash retainer (policy) | $100,000 | Non-employee director cash retainer (paid quarterly) |
| Audit Chair additional retainer (policy) | $35,000 | Additional cash for Audit Committee Chair (paid quarterly) |
| FY 2024 cash fees (actual) | $33,750 | Partial-year cash paid post-IPO for service in 2024 |
Performance Compensation
| Grant | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director grant (IPO timing) | 2024-10-23 | RSU | 8,409 | $22.00 per unit ($184,998 total) | Vest in full on earlier of next annual meeting or 1-year anniversary |
| One-time sign-on RSU | 2024-11-06 | RSU | 6,984 | $24.34 per unit ($170,000 target value) | Vests 6 months after delivery date (10 business days post-IPO) |
| FY 2024 stock awards (reported) | 2024 | RSU | — | $354,989 total value reported for 2024 | Reflects both IPO RSU and sign-on RSU |
Notes:
- Director equity awards are time-based; no performance (financial/TSR) conditions apply to director RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior 5-year public company boards | Cornerstone OnDemand (until 2021) |
| Known interlocks (competitors/customers/suppliers) | None disclosed in proxy |
Expertise & Qualifications
- Financial expertise: Former CFO; designated Audit Committee Financial Expert; strong financial literacy and public financial reporting experience.
- Technology domain exposure: Experience in software/cloud through Ultimate Software; skills matrix reflects technology and hardware/software/cloud exposure.
- Governance and risk: Audit chair overseeing controls, compliance, ERM, and cybersecurity reporting cadence.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (4/10/2025) | 6,984 shares | Less than 1% of class; consists of RSUs vesting within 60 days |
| Additional unvested RSUs (as of 12/28/2024) | 8,409 units | Annual director RSU from 10/23/2024 |
| Total unvested RSUs (as of 12/28/2024) | 15,393 units | 8,409 annual + 6,984 sign-on |
| Shares pledged/hedged | Prohibited; policy bans hedging, short sales, margin accounts, pledging for directors and officers | |
| Director ownership guidelines | 5× annual base cash retainer (=$500,000/stock-price methodology); retain 50% of net-after-tax vested shares until met | |
| Compliance with director guidelines | Not yet met (only Mr. Monié had satisfied as of the proxy date) |
Governance Assessment
-
Positives
- Independent Audit Committee Chair with CFO background; designated audit financial expert—supports financial reporting integrity and investor confidence.
- 100% attendance in FY 2024 Board/committee meetings and early contribution (signed Audit Committee Report); good engagement.
- Director compensation predominantly equity-based in 2024 ($354,989 stock vs. $33,750 cash), aligning interests with shareholders.
- Hedging/pledging prohibitions for directors mitigate alignment risks.
-
Watch items / RED FLAGS (contextual)
- Controlled company: Platinum holds ~90% voting power; board not majority independent; Platinum has nomination and committee-representation rights—heightened risk of sponsor influence over governance.
- Ownership guidelines not yet met (reasonable given post-IPO timing) but worth monitoring for progress toward 5× retainer requirement.
- Related-party ecosystem: Significant historical advisory fees paid to Platinum Advisors ($20.4M in 2024 before agreement terminated at IPO); no transaction is attributed to Alvaro, but the environment warrants continued Audit Committee scrutiny.
-
No issues disclosed
- No related-party transactions involving Alvaro disclosed; no current overboarding; no legal or regulatory proceedings noted.