Mary Ann Sigler
About Mary Ann Sigler
Mary Ann Sigler (age 70) has served on INGM’s board since July 2021. She is Executive Vice President and Treasurer at Platinum Equity Advisors, and previously spent 25 years at Ernst & Young, where she was a partner; she holds a BA in Accounting (CSU Fullerton) and a Master’s in Business Taxation (USC), and is a California CPA with AICPA and CalCPA memberships . INGM’s board lists four directors as independent and does not include Sigler among them, reflecting the company’s controlled status under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Micro Holding Corporation | President and Treasurer (ceased at IPO) | Until Oct 24, 2024 | Ceased officer role upon completion of IPO; now serves as director |
| Ernst & Young LLP | Partner | 25 years | Led audit/tax engagements; senior financial advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity Advisors | Executive Vice President & Treasurer | 2004–present | Oversees accounting, tax, financial reporting, and strategic planning |
| Ryerson Holding Corporation | Director | Until 2024 | Public company board experience; network tie to Platinum ecosystem |
Board Governance
- Committee assignments: Compensation Committee member (Kotzubei, Chair; Heisz; Kelln; Sigler; Wienbar) .
- Independence: INGM identifies Alvaro, Haussler, Heisz, and Wienbar as independent; Sigler is not listed as independent .
- Attendance: Board met once in FY2024 post-IPO; every director and committee member attended 100% of their meetings .
- Years of service: Director since July 2021 .
- Controlled company status: Platinum controls ~90% of voting power; INGM relies on NYSE controlled-company exemptions (e.g., majority independent not required; CC/NCGC not fully independent) .
| Governance Item | Detail |
|---|---|
| Committee roles | Compensation Committee member |
| Chair positions | None (Compensation Chair: Kotzubei; Audit Chair: Alvaro; NCGC Chair: Louie) |
| Independence | Not listed among independent directors |
| Attendance (FY2024 post-IPO) | 100% Board and committee attendance |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Director annual cash retainer | Not disclosed for Sigler | INGM’s director compensation policy applies to non-employee directors excluding Platinum-affiliated members; Sigler is affiliated with Platinum |
| Committee chair fees | N/A | Audit Chair receives $35,000; not applicable to Sigler |
| Meeting fees | None disclosed | Policy is retainer + equity for eligible non-affiliated directors |
Performance Compensation
| Component | Grant | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (directors) | Not applicable | Not applicable | Policy grants $185,000 RSUs to non-employee directors excluding Platinum-affiliated members; Sigler is Platinum-affiliated |
| Director RSUs at IPO | Not applicable | Not applicable | IPO RSUs of 8,409 were granted to eligible non-affiliated directors; Sigler not listed among recipients |
Performance metric table (directors): No director performance metrics disclosed or applicable for Sigler due to Platinum affiliation exclusion from standard director equity program .
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Notes |
|---|---|---|---|
| Ryerson Holding Corporation | Director | Past (until 2024) | Platinum ecosystem tie; INGM director Jacob Kotzubei is a current Ryerson director (Comp Committee Chair at INGM), indicating board network linkages |
| Platinum Equity Advisors | EVP & Treasurer | Current | Direct affiliation with controlling shareholder; advisory and nomination rights intersect governance |
Expertise & Qualifications
- CPA (California); extensive finance, accounting, tax, and reporting expertise; former EY partner .
- Executive leadership at Platinum (treasury, strategic planning) .
- Public company board experience (Ryerson; prior) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs/Options | Pledging/Hedging |
|---|---|---|---|---|
| Mary Ann Sigler | 7,500 | <1% | None disclosed; not listed with unvested RSUs or Form 4 awards | Company policy prohibits pledging, short sales, and hedging by directors/officers |
Governance Assessment
- Strengths
- Audit-quality background (EY partner) and finance credentials enhance board financial oversight .
- 100% meeting attendance indicates engagement .
- Presence on a formal Compensation Committee with independent members Heisz and Wienbar improves deliberative balance despite controlled-company composition .
- Risks and RED FLAGS
- Controlled-company governance: Platinum retains ~90% voting power and nomination rights; committees need not be fully independent; at least one Platinum designee must sit on each committee, heightening potential conflicts of interest .
- Compensation Committee interlock: Sigler served as President and Treasurer of the Company until the IPO and is a Platinum executive; she now sits on the Compensation Committee, a notable independence concern even under NYSE controlled-company exemptions .
- Related-party exposure: Advisory Agreement paid Platinum Advisors $20.4 million in 2024; Platinum has reimbursement and indemnification rights; agreement terminated at IPO but signals historical influence and potential conflicts given Sigler’s Platinum role .
- Director equity/retainer not granted due to Platinum affiliation, reducing direct stock-based alignment compared to independent directors subject to ownership guidelines; director stock ownership guidelines exclude Platinum-affiliated directors .
Shareholder Vote Signals (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Say-on-Pay (advisory) | 231,113,490 | 1,075,605 | 1,269 | 1,765,409 |
| Say-on-Pay Frequency | 1-year: 232,172,814 | 2-year: 2,542 | 3-year: 12,712 | 2,296 |
Implication: Strong support for executive pay and annual say-on-pay in a controlled-company setting; signals limited external investor leverage given Platinum’s voting power .
Committee Structure Overview
| Committee | Members | Independence Notes | FY2024 Meetings |
|---|---|---|---|
| Audit | Alvaro (Chair), Heisz, Wienbar | All independent; financial experts: Alvaro, Heisz | 2 |
| Compensation | Kotzubei (Chair), Heisz, Kelln, Sigler, Wienbar | Not required to be fully independent; Sigler is Platinum-affiliated | 1 |
| Nominating & Corporate Governance | Louie (Chair), Cook, Haussler, Worley | Not required to be fully independent | 1 |
Related-Party and Control Provisions
- Investor Rights Agreement grants Platinum nomination rights scaling with ownership, and requires at least one Platinum designee on each committee unless barred by law or conflicts .
- Corporate Advisory Services Agreement with Platinum Advisors (terminated at IPO) paid $20.4 million in 2024, with reimbursement and indemnification provisions; reflects significant prior related-party flows .
Overall: Sigler brings deep financial expertise and consistent engagement but her Platinum affiliation, prior officer status at INGM, and Compensation Committee role under controlled-company exemptions are material governance risk factors for minority investors .