Michael Zilis
About Michael Zilis
Executive Vice President and Chief Financial Officer since January 2020; age 54 as of December 28, 2024. Background includes finance and operations roles at Ingram Micro since 2006, prior roles at Avnet and Arthur Andersen, and a B.S. in Finance and Accounting from Boston College . CFO responsibilities span global FP&A, M&A, treasury, risk, financial operations, accounting and reporting, investor relations, internal audit, tax, and global business processes . Company performance context under his tenure: FY2024 net sales $48.0B, adjusted EBITDA $1.32B, with continued investment in digital capabilities (Xvantage) and disciplined deleveraging; ~$1.7B debt repaid over the last 3 years and leverage roughly ~2x net debt/EBITDA exiting Q1 2025 . Pay-versus-performance TSR for the IPO-to-year-end 2024 measurement period indexed to $100 was $98.58 for INGM versus $99.17 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingram Micro | EVP, Asia-Pacific | 2016–2019 | Led regional operations; platform for subsequent CFO role |
| Ingram Micro | Various operational and finance roles | 2006–2016 | Built operational finance expertise across segments |
| Avnet, Inc. | Finance roles | Pre-2006 | Distribution industry finance experience |
| Arthur Andersen LLP | Roles in accounting | Pre-2006 | Foundation in accounting and controls |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Veritone, Inc. (Nasdaq: VERI) | Director | Current | Outside public board service |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $824,218 | $830,180 |
| Non-Equity Incentive Paid ($) | $942,329 | $757,125 |
| Stock Awards Grant-Date FV ($) | — | $10,454,302 |
| One-Time Cash Bonus (IPO) ($) | — | $168,750 |
| All Other Compensation ($) | $39,519 | $25,468 |
| Total Compensation ($) | $1,806,065 | $12,235,825 |
| EIP Target Structure (2024) | Target as % of Base |
|---|---|
| Annual EIP (financial) | 100% |
| MBO Component | 20% (capped at 100% of MBO target) |
| Total Target Annual Incentive | 120% |
| 2024 EIP Outcome | Value / % |
|---|---|
| Target EIP + MBO Award ($) | $996,216 |
| EIP Achievement (%) | 72% |
| MBO Achievement (%) | 96% |
| Actual EIP + MBO Paid ($) | $757,125 |
Performance Compensation
| Incentive | Metric | Weighting/Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual EIP (2024) | Non-GAAP EBITDAR funding; MBO | Company EIP pool thresholds: $1,198.5m (50%), target $1,410.0m (100%), max $1,762.5m (200%); MBO is 20% of EIP target | Actual Non-GAAP EBITDAR $1,300.8m; EIP pool funding 74.19%; Zilis: 72% EIP, 96% MBO | $757,125 | Cash; awards capped at 200% target; MBO capped at 100% |
| PSUs (granted 10/23/2024) | Platinum MOIC (2.0x and 2.5x) | Threshold 132,601 units; Max 265,203 units; Grant-Date FV $4,619,836 | Unvested as of FY-end (threshold): 132,601; payout/mkt value $2,597,654 | Not yet vested | 50% vest at 2.0x MOIC; 50% at 2.5x MOIC; continuous service required |
| RSUs (granted 10/23/2024) | Time-based with MOIC acceleration | 265,203 units; Grant-Date FV $5,834,466 | 159,121 vested on IPO first trading day; 106,082 unvested at FY-end; mkt value $2,078,146 | Vested value $3,500,662 | ~60% vested at IPO listing; remainder vests over 3 years or accelerates at 2.5x MOIC |
Performance metrics used in 2024 compensation were limited to Non-GAAP EBITDAR for short-term EIP funding and Platinum’s MOIC for PSUs; exclusions and methodology are preapproved by the Board/Comp Committee .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Shares Owned | 160,229 |
| Shares Outstanding | 234,825,581 |
| Ownership as % of Outstanding | ~0.068% (computed from values) |
| Unvested RSUs (12/28/24) | 106,082; market value $2,078,146 (at $19.59/share) |
| Unvested PSUs (12/28/24) | 132,601; payout/mkt value $2,597,654 |
| RSUs Vested in IPO (10/24/24) | 159,121; value $3,500,662 |
| Stock Ownership Guidelines | 2x base salary for executives; retain 50% of net shares until compliant; all NEOs met guidelines as of date |
- Hedging/pledging: Company policy prohibits short sales, hedging/derivatives, holding in margin accounts, and pledging of company stock; transaction preclearance is required for Directors/Officers .
- Insider trading windows: Quarterly and special blackout periods apply; 10b5-1 plans permitted under strict conditions .
Employment Terms
- Employment agreements: None of the NEOs has an employment agreement (Monié had a separate transition agreement) .
- Clawback: Dodd-Frank compliant Required Clawback for restatements (3-year lookback) and Discretionary Clawback for misconduct/materially inaccurate performance metrics (36-month window) .
- Change-in-control (CIC) plan: Double-trigger; CFO eligible for 2.0x (salary + target bonus), prorated target bonus, immediate vesting of time-based awards, performance awards vest at target, 12 months medical premiums, and up to $50k outplacement; no tax gross-ups .
- Severance (non-CIC): If terminated without cause outside CIC, CFO receives prorated annual bonus (based on actual performance), lump sum equal to monthly base + target monthly bonus times years of service (min 12 months; cap 18 months), medical premiums (min 12 months; cap 18 months), and up to $20k outplacement; RSUs/PSUs remain outstanding for 6 months post-termination to vest upon any “Qualifying Event” .
- Non-compete: RSU/PSU agreements include a one-year post-termination non-compete and other restrictive covenants (non-compete not enforceable for California employees) .
- Indemnification: Individual indemnification agreements executed at IPO for directors and officers, with advancement of expenses to the fullest extent under Delaware law .
| CIC/Termination Scenario (as of 12/28/24) | Short-Term Incentive ($) | Accelerated Equity ($) | Severance Pay ($) | Health Premiums ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC without Termination | — | $2,078,146 | — | — | — | $2,078,146 |
| CIC Termination | $996,216 | $2,078,146 | $3,652,792 | $15,786 | $50,000 | $6,792,940 |
| Voluntary Termination (with/without Good Reason) | $757,125 | — | — | — | — | $757,125 |
| Involuntary Not-for-Cause (non-CIC) | $757,125 | — | $2,739,594 | $23,678 | $20,000 | $3,540,397 |
| Death/Disability | $757,125 | $2,078,146 | — | — | — | $2,835,271 |
Compensation Structure and Governance Notes
- Peer group and consultant: Compensia engaged to benchmark NEO pay to peers (Arrow, Avnet, CDW, Insight, TD Synnex, broader distributors and tech ecosystem), targeting median (50th percentile) for each element of pay; no 2024 base salary changes .
- Design principles: Heavy variable pay weighting, caps on ST/LT awards to limit windfalls, no option repricing without stockholder consent; benefits/perqs limited; robust stock ownership guidelines .
- 2024 EIP mechanics: Threshold funding at 50% when ≥85% of AOP EBITDAR; straight-line interpolation; max 200% at ≥125% of target .
Performance & Track Record
- Operating/financial stewardship: Noted deleveraging (~$1.7B repayments over 3 years), aspiration toward investment-grade leverage, balanced capital allocation (organic investment in Xvantage, dividends, tuck-in M&A), and potential future buybacks only via secondary offerings from controlling stockholder .
- FY2024 recap (CFO remarks): Gross profit $3.44B (7.18% margin), adjusted EBITDA $1.32B, restructuring actions targeting $85–$95M annualized savings, and digital investment charge impacts; Q4 2024 non-GAAP diluted EPS $0.92 (would have been $0.99 excluding discrete items) .
- Dividend program: Q1 2025 dividend $0.074 per share declared/paid; ongoing quarterly dividends subject to Board determinations .
Equity Ownership & Pledging
- Shares pledged: Company policy prohibits pledging, margin accounts, short sales, and hedging of company stock .
- Compliance: NEOs have met stock ownership guidelines as of the proxy date .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives tied to company EBITDAR and individual objectives, with PSUs requiring Platinum MOIC thresholds (2.0x/2.5x), creating alignment with shareholder value creation and private-equity owner exit economics .
- Vesting-driven supply: Significant RSU tranche vested at IPO (159,121 shares); remaining RSUs vest over 3 years, with PSUs contingent on MOIC triggers—this schedule could periodically add sellable supply, moderated by retention requirements (50% net shares retained until guideline compliance) and prohibition on hedging/pledging .
- Retention risk: No individual employment contract, but strong CIC and severance frameworks, restrictive covenants in equity agreements (non-compete/non-solicit), and meaningful deferred comp balances ($7.86M aggregate for Zilis) support retention and reduce abrupt departure risk .
- Governance controls: Dual clawbacks (mandatory and discretionary), blackout periods, and preclearance reduce misconduct risk and trading signal noise around earnings/events .
- Capital allocation signals: CFO’s focus on leverage reduction, dividends, and disciplined tuck-in M&A while investing in digital (Xvantage) suggests balanced approach; TSR since IPO-to-year-end underperformed peer index marginally in initial period, but trajectory depends on mix shift to higher-margin Advanced Solutions/Cloud and macro/tariff backdrop .
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