Jacob Kotzubei
About Jacob Kotzubei
Jacob Kotzubei (age 56) is a Class III director of Ingram Micro Holding Corporation, serving since October 2024 and currently chairs the Compensation Committee. He is a Partner and co‑President at Platinum Equity Advisors, LLC; previously he was a Vice President in Goldman Sachs’ Investment Banking Division (High Tech Group) and an attorney at Sullivan & Cromwell LLP. He holds a BA from Wesleyan University and a JD from Columbia University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity Advisors, LLC | Partner and co‑President | Joined 2002; current | Executive management oversight; private equity, capital markets, M&A, transactional matters |
| Goldman Sachs (IBD – High Tech Group) | Vice President; head of East Coast Semiconductor Group | Prior to 2002 | Capital markets and sector coverage leadership |
| Sullivan & Cromwell LLP | Attorney (M&A) | Prior to Goldman | Transactional legal expertise in mergers and acquisitions |
External Roles
| Company | Role | Status/Timing | Committees/Impact |
|---|---|---|---|
| Ryerson Holding Corporation | Director | Current | Public company governance experience |
| Vertiv Holdings Co | Director | Current | Interlock: INGM directors Matthew Louie (current) and Christian Cook (officer history) have Vertiv roles, indicating network overlap |
| Key Energy | Director | Until 2022 | Prior public board service |
| Verra Mobility | Director | Until 2021 | Prior public board service |
| KEMET | Director | Until 2020 | Prior public board service |
Board Governance
- Committee memberships and chair roles:
- Compensation Committee Chair; members: Kotzubei (Chair), Leslie Heisz, Bryan Kelln, Mary Ann Sigler, Sharon Wienbar .
- Independence: INGM is a “controlled company.” Board has determined only Felicia Alvaro, Jakki Haussler, Leslie Heisz, and Sharon Wienbar are independent; Kotzubei is not listed as independent (he is affiliated with Platinum) .
- Attendance and engagement: Board held one meeting post‑IPO in FY 2024 and each director attended 100% of Board and committee meetings; Compensation Committee met once in FY 2024 .
- Tenure and term: Class III director; term expires at the 2027 Annual Meeting .
- Leadership structure: Separate Chairperson (Alain Monié) and CEO (Paul Bay); directors meet regularly in executive session .
Fixed Compensation
| Pay Element | Amount/Policy | Applies to Kotzubei? |
|---|---|---|
| Annual cash retainer for non‑employee directors | $100,000 (quarterly) | Excluded (policy does not apply to Platinum‑affiliated directors) |
| Audit Committee Chair cash retainer | $35,000 (quarterly) | Not applicable |
| Annual director RSU grant | $185,000 grant-date value (vest to next AGM/1 year) | Excluded (policy does not apply to Platinum‑affiliated directors) |
| IPO RSU grant for non‑employee directors | 8,409 RSUs (vest at 1-year anniversary) | Excluded (not granted to Platinum‑affiliated directors) |
- No 2024 director compensation for Kotzubei is disclosed in the Director Compensation Table, which only lists Alvaro, Haussler, Heisz, and Wienbar (policy explicitly excludes Platinum‑affiliated directors) .
Performance Compensation
Compensation Committee Performance Metrics (2024) overseen by the Chair:
| Metric | Definition | Why Selected | Pay Programs |
|---|---|---|---|
| Non‑GAAP EBITDAR | FX‑neutral earnings before interest, taxes, depreciation, amortization, and restructuring/other costs; board‑approved methodology | Aligns executive incentives with long‑term value creation; core annual performance driver | Annual Executive Incentive Program (EIP) |
| Multiple of Invested Capital (MOIC) | Platinum’s total return vs. total capital contributions upon “Qualifying Event” | Ties long‑term incentives to shareholder outcomes and capital efficiency | PSUs under 2024 Plan; terminated Participation Plan |
EIP funding outcome for FY 2024:
| Metric | Minimum (50%) | Target (100%) | Maximum (200%) | Actual and Funding |
|---|---|---|---|---|
| Non‑GAAP EBITDAR ($mm) | 1,198.5 | 1,410.0 | 1,762.5 | 1,300.8; 74.19% pool funding |
Other Directorships & Interlocks
- Current public boards: Ryerson Holding Corporation; Vertiv Holdings Co .
- Interlocks:
- Vertiv Holdings: INGM director Matthew Louie is also on Vertiv’s board; Christian Cook has served as an officer at Vertiv portfolio companies, indicating network ties that may affect information flows and potential conflicts depending on commercial relationships .
- Prior public boards: Key Energy (until 2022); Verra Mobility (until 2021); KEMET (until 2020) .
Expertise & Qualifications
- Private equity leadership, capital markets, and M&A transactional expertise; executive oversight experience .
- Legal training in M&A; prior senior investment banking role in technology/semiconductors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jacob Kotzubei | — | <1% | No RSUs listed as vesting within 60 days; not included in non‑employee director grants to Platinum‑affiliated members . |
| Platinum‑affiliated vehicles (control holder) | 210,952,854 | 89.8% | Confers nomination rights and committee presence under Investor Rights Agreement . |
- Director stock ownership guidelines apply only to non‑employee directors excluding Platinum‑affiliated directors; thus not applicable to Kotzubei .
- Insider trading policy prohibits hedging, short sales, margin accounts, and pledging by associates and directors .
Governance Assessment
- Positives:
- Clear committee mandates and charters; Compensation Committee uses external consultant (Compensia) and peer benchmarking; pay practices incorporate clawbacks and prohibit option repricing/tax gross‑ups for CIC benefits .
- 100% meeting attendance post‑IPO indicates active engagement .
- Key Risks and RED FLAGS:
- Controlled company: Platinum retains ~90% voting power; only four directors designated independent; compensation and nominating committees are not required to be fully independent—Kotzubei (Platinum co‑President) chairs Compensation Committee, presenting material independence concerns for pay‑setting .
- Investor Rights Agreement grants Platinum nomination rights and presence on each committee, heightening potential conflicts of interest and reducing minority shareholder influence .
- Related‑party exposure: Corporate Advisory Services Agreement with Platinum Advisors paid $20.4 million in 2024 (terminated at IPO), indicating prior significant transactions with an entity where Kotzubei is a senior leader; ongoing registration rights and indemnification provisions further entrench Platinum’s influence .
- Ownership alignment: No beneficial share ownership disclosed for Kotzubei; not subject to director stock ownership guidelines due to Platinum affiliation, weakening direct “skin‑in‑the‑game” alignment signals .
- Additional Observations:
- First say‑on‑pay vote occurs in 2025; Board recommends “FOR” and “ONE YEAR” frequency; no historical vote data available yet .
- Compensation structure for executives emphasizes Non‑GAAP EBITDAR and MOIC; EIP funded below target in 2024 (74.19%), with committee‑level discretion applied—underscores importance of independent oversight to avoid pay drift in a controlled company context .