Paul Bay
About Paul Bay
Paul Bay is Chief Executive Officer of Ingram Micro, appointed January 1, 2022, and a director since October 2024; age 55 as of April 17, 2025; B.A. in Speech Communication from California State University, Northridge . In FY2024, Ingram reported non-GAAP EBITDAR of $1,300.8M vs a $1,410.0M target (74.19% pool funding) and net income of $264.2M; the pay-versus-performance disclosure shows a 2024 measurement-period TSR of 98.58 (base 100 at IPO) . Post-IPO operating updates cite Q3 2025 net sales of $12.6B (+7.2% y/y) and continued momentum in the Xvantage platform under Bay’s leadership . The board is a controlled-company structure under Platinum, with separated Chair (Non-Executive) and CEO roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingram Micro | Chief Executive Officer | 2022–present | Led IPO execution and Xvantage platform strategy . |
| Ingram Micro | EVP & President, Global Technology Solutions | 2020–2021 | Drove global tech solutions portfolio . |
| Ingram Micro | EVP & Group President, Americas | 2018–2019 | Regional P&L leadership . |
| Ingram Micro | EVP & Chief Executive, Ingram Micro U.S. & Miami Export | 2015–2018 | U.S. go-to-market integration . |
| Ingram Micro | Sr EVP & President, North America | 2013–2014 | North America strategy and ops . |
| Punch! | Chief Executive Officer | 2006–2010 | Operating CEO experience . |
| Ingram Micro | Various roles | 1995–2006; rejoined 2010 | Progressive commercial and operating roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current or past 5-year public company boards for Bay . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 913,562 | 918,000 |
| Target EIP (% of base) | — | 200% |
| Target MBO (% of base) | — | 40% |
| Total Target Annual Incentive (% of base) | — | 240% |
Compensation Committee used Compensia benchmarking; no 2024 base salary change for CEO .
Performance Compensation
Annual Incentive Structure and Results (EIP)
| Metric | Threshold | Target | Maximum | Actual | Funding Outcome |
|---|---|---|---|---|---|
| Non-GAAP EBITDAR ($M) | 1,198.5 | 1,410.0 | 1,762.5 | 1,300.8 | 74.19% pool funding |
| Component | Target ($) | EIP Pool Allocation | MBO Achievement | Actual Payout ($) |
|---|---|---|---|---|
| CEO EIP + MBO | 2,203,200 | 72% of target | 95% | 1,670,760 |
- One-time IPO recognition cash bonus in 2025 for FY2024 IPO efforts: CEO $900,000; subject to repayment if voluntary termination or termination for cause on/before March 3, 2026 .
- Performance measures in 2024: Non-GAAP EBITDAR for EIP; MOIC (Multiple of Invested Capital) for PSUs (and certain RSU acceleration) .
Equity Awards (Grants dated Oct 23, 2024)
RSUs
| Item | Details |
|---|---|
| Shares Granted | 353,349 RSUs |
| Grant-Date Fair Value ($) | 7,773,678 |
| Immediate Vesting | ~60% vested on first NYSE trading day; 212,009 shares realized |
| Remaining Vesting | In three equal annual tranches through 10/23/2027, or earlier upon MOIC 2.5x “Qualifying Event” . |
PSUs
| Item | Details |
|---|---|
| Shares (threshold/segments) | 176,674 units per performance tranche; 50% vests at MOIC 2.0x; 50% at MOIC 2.5x, subject to continuous service . |
| Grant-Date Fair Value ($) | 6,155,340 |
Stock Vested in 2024 (IPO day vesting)
| Shares Vested | Value Realized ($) |
|---|---|
| 212,009 | 4,664,198 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (4/10/2025) | 268,423 shares; less than 1% of class . |
| Shares Outstanding (4/10/2025) | 234,825,581 . |
| Unvested RSUs (12/27/2024) | 141,340 ($2,768,851 at $19.59) . |
| Unvested PSUs (assumed threshold, 12/27/2024) | 176,674 ($3,461,044 at modeled price) . |
| Stock Ownership Guidelines | CEO 5x base salary; NEOs have met guidelines as of proxy date . |
| Hedging/Pledging | Prohibited: no hedging, short sales, margin, or pledging of company stock . |
Notes: Value references for outstanding awards use 12/27/2024 close $19.59 and methodology as disclosed; PSU fair value per Monte Carlo assumptions; see footnotes in proxy .
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreement | None for NEOs; compensation via policies and plans . |
| Clawbacks | Dodd-Frank compliant Required Clawback; additional Discretionary Clawback for detrimental conduct/metric errors (36-month lookback) . |
| CIC Plan (double-trigger) | CEO receives 2.5x (base + target bonus) lump sum + prorated target bonus + 12 months medical/dental/vision premium equivalent + up to $50k outplacement; time-based awards vest; performance-based vest at target; no tax gross-up . |
| Severance (non-CIC) | Lump-sum of prorated bonus (based on actual performance) plus (monthly base + target monthly bonus) x years of service (min 12 months; cap 24 months for CEO), plus benefits continuation (min 12; cap 18 months) and up to $20k outplacement . |
| Non-compete/Non-solicit | Not disclosed in proxy; standard releases and restrictive covenants required for benefits . |
Illustrative Potential Payments (as of 12/28/2024)
| Scenario | Short-Term Incentive ($) | Equity Accelerated ($) | Severance Pay ($) | Health Premiums ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC (No Termination) | — | 2,768,851 | — | — | — | 2,768,851 |
| CIC Termination | 2,203,200 | 2,768,851 | 7,803,000 | 19,379 | 50,000 | 12,844,430 |
| Voluntary Termination (with/without Good Reason) | 1,670,760 | — | — | — | — | 1,670,760 |
| Involuntary Not for Cause | 1,670,760 | — | 3,641,400 | 22,609 | 20,000 | 5,354,769 |
| Death/Disability | 1,670,760 | 2,768,851 | — | — | — | 4,439,611 |
Board Governance
| Item | Detail |
|---|---|
| Board Role | Director since Oct 2024; no board committees . |
| Dual-Role Implications | CEO + Director; not independent; however Chair and CEO roles are separated (Non-Executive Chair Alain Monié) . |
| Controlled Company | Platinum holds ~90% voting power; NYSE controlled-company exemptions used; committees (Compensation, NCG) include non-independent members . |
| Committee Structure | Audit (independent; Chair Alvaro), Compensation (Kotzubei Chair), NCG (Louie Chair) . |
| Attendance | FY2024 post-IPO: Board/committee attendance 100% . |
| Director Compensation | Applies to non-employee directors only; CEO does not receive director retainers . |
Director Compensation (context for dual role)
| Component | Amount |
|---|---|
| Non-Employee Director Annual Cash Retainer | $100,000 |
| Audit Chair Additional Retainer | $35,000 |
| Annual Director RSU Grant | $185,000 grant-date value; one-year vest |
Compensation Structure Analysis
- Shift in mix: 2024 saw significant equity awards at IPO (RSUs and PSUs, $13.93M grant-date value) vs no equity in 2023, increasing long-term at-risk pay; cash base held flat; one-time IPO recognition cash bonus introduced with clawback condition through March 3, 2026 .
- Performance rigor: EIP keyed to non-GAAP EBITDAR with defined threshold/target/max; pool funded at 74.19% on $1,300.8M actual vs $1,410.0M target; CEO payout set at 72% of target plus 95% MBO reflecting discipline and targeted reallocation .
- Long-term alignment: PSUs and certain RSU accelerations tied to Platinum MOIC milestones (2.0x/2.5x), prioritizing value realization for the controlling shareholder; no option repricing, and no gross-ups under CIC Plan .
- Clawbacks and conduct: Both Dodd-Frank clawback and discretionary policy in place; hedging/pledging prohibited, improving alignment quality and reducing risk .
Equity Ownership & Selling Pressure Indicators
| Indicator | Observation |
|---|---|
| Immediate IPO vest | 212,009 RSUs vested at IPO day; $4.66M realized value; potential near-term liquidity event already occurred . |
| Forward vesting cadence | Remaining RSUs vest annually through Oct 2027 (or earlier on MOIC 2.5x), creating periodic supply; PSUs vest only upon MOIC triggers . |
| Ownership guidelines | CEO at 5x salary and NEOs already in compliance, reducing forced selling risk; retention of 50% net shares applies until compliance, now met . |
| Pledging/Hedging | Prohibited—reduces alignment red flags . |
Employment & Contracts (Retention/Transition)
| Item | Detail |
|---|---|
| Contract Term | No fixed-term employment agreement; retention via EIP, RSUs/PSUs, CIC Plan, and Severance Policy . |
| One-time IPO cash | $900,000 bonus with one-year repayment condition—retentive through 3/3/2026 . |
| Deferred Comp | CEO deferrals: $196,796; employer contribution $17,389; aggregate 2024 earnings $612,491; ending balance $3,524,784 . |
| Perquisites | Spousal travel to business events ($16,161), executive physical ($2,700), LTD premium ($350) in 2024 . |
Performance & Track Record
| Metric | FY 2024 | Q3 FY 2025 |
|---|---|---|
| Net Income ($M) | 264.2 | 99.5 (quarter) |
| Non-GAAP EBITDAR ($M) | 1,300.8 | 342.2 Adjusted EBITDA (quarter) |
| Net Sales | — | $12.6B (+7.2% y/y) |
| Notes | Pay-versus-performance TSR for 2024 measurement period: 98.58 | Fourth consecutive quarter of net sales growth; dividend increased to $0.08/share |
Strategic updates under Bay: Xvantage digital platform momentum; AI-first initiatives, including agentic AI and integration of Google Gemini models to scale sales enablement .
Compensation Peer Group, Committee, Say-on-Pay
- Peer group used for benchmarking includes Arrow, Avnet, CDW, Insight, TD SYNNEX; plus large distributors (ADM, McKesson, Sysco, WESCO, etc.) and broader tech ecosystem (Best Buy, DXC); Compensia advised on design and competitiveness .
- Compensation Committee (Kotzubei chair) operates with controlled-company exemptions; no option repricing; independent clawbacks in place .
- Say-on-pay and say-on-frequency placed on ballot at 2025 annual meeting; annual frequency recommended; vote results to be filed on Form 8-K post-meeting (not in proxy) .
Related Party and Governance Considerations
- Controlled company: Platinum holds ~89.8% of shares; has nomination rights to maintain proportional board control; each committee to include at least one Platinum designee while rights persist .
- Advisory agreement: Platinum Advisors received $20.4M management fee in 2024; agreement terminated at IPO; standard indemnities and registration rights in place .
- Board structure: Chair/CEO split; Audit Committee fully independent; 100% attendance post-IPO .
Investment Implications
- Alignment: Strong ownership guidelines, clawbacks, and anti-hedging/pledging policies are positive; however, PSU/MOIC design aligns payouts with Platinum’s realized returns, which may diverge from near-term public TSR focus until MOIC thresholds are met .
- Retention: Large IPO RSU grant (partial immediate vest) plus multi-year vesting and a repayable IPO cash bonus through March 2026 provide retention hooks; CIC and severance frameworks are market-consistent, double-trigger, and lack gross-ups .
- Selling pressure: IPO-day vest created initial supply; future annual RSU tranches through 2027 could be incremental supply; guideline compliance reduces forced selling risk; pledging banned .
- Governance risk: Controlled-company status and Platinum nomination rights constrain independence; nevertheless, Chair/CEO separation and independent Audit Committee partially mitigate oversight risk .
- Execution: Q3’25 operational prints (sales +7.2% y/y; four straight quarters of growth) and Xvantage/AI initiatives suggest operational momentum under Bay; watch EIP metric selection and PSU MOIC realization cadence for pay-performance alignment and potential unlocks .
Data sources: INGM 2025 DEF 14A (April 17, 2025) -; Q3 2025 earnings press release (Oct 30, 2025) ; AI platform press release (Oct 28, 2025) .