Scott Sherman
About Scott Sherman
Scott Sherman is Executive Vice President, Human Resources (EVP HR) at Ingram Micro (INGM), serving in the role since May 2015. He oversees global HR strategy and operations including organization development, talent, compensation/benefits, payroll, and learning . He is 58 years old as of December 28, 2024, and is not a director of the company . Education: BA in International Affairs (George Washington University) and Master of Industrial and Labor Relations (Cornell University ILR) . Company performance context tied to executive compensation: non-GAAP EBITDAR was $1,300.8 million in 2024 (above threshold $1,198.5 million but below target $1,410.0 million), funding the annual EIP pool at 74.19%; Compensation Committee applied a 72% payout target for NEOs to reallocate more pool to geographies . Pay-versus-performance disclosure shows non-GAAP net income of $264.2 million and a $100 fixed investment TSR value of $98.58 for the measurement period from the IPO (Oct 24, 2024) to year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allergan | Executive Vice President of Human Resources; Executive Committee member | Sep 2010–Mar 2015 | Senior HR leadership on executive committee; enterprise HR strategy |
| Medtronic | Human Resources roles | Not disclosed | HR leadership roles supporting large-scale operations |
| Exxon | HR and territory management roles | Not disclosed | Combined HR and commercial territory management responsibilities |
External Roles
- No public company directorships for Sherman are disclosed; he is not listed among INGM directors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 613,562 | 618,000 |
| Target bonus (% of base) – EIP | Not disclosed | 70% |
| Target bonus (% of base) – MBO | Not disclosed | 14% |
| Total target annual incentive (% of base) | Not disclosed | 84% |
| Actual EIP+MBO paid ($) | 491,040 | 394,532 |
| One-time IPO cash bonus ($) | — | 112,500 |
Performance Compensation
Annual Incentive Program (EIP/MBO) – 2024 Structure and Outcomes
| Component | Weighting | Target | Actual | Payout basis |
|---|---|---|---|---|
| Company non-GAAP EBITDAR (pool funding) | Drives EIP pool | $1,410.0mm target; $1,198.5mm threshold | $1,300.8mm | Pool funded at 74.19% |
| NEO payout adjustment | — | — | — | Committee set NEO payout to 72% of target to rebalance to geographies |
| Sherman EIP+MBO | 84% of base (70% EIP, 14% MBO) | $519,120 | 72% EIP achievement; 96% MBO achievement; combined $394,532 |
2024 Equity Grants (IPO-related under 2024 Stock Incentive Plan)
| Award type | Grant date | Shares/Units | Grant date fair value ($) | Vesting schedule | Performance metric |
|---|---|---|---|---|---|
| RSU | 10/23/2024 | 191,344 | 4,209,568 | ~60% vested on first NYSE trading day; remainder vests over 3 years or earlier upon “qualifying event” (MOIC 2.5x) | Time-based with early vest on MOIC 2.5x |
| PSU | 10/23/2024 | 95,672 (threshold); 191,344 (max) | 3,333,212 | Performance-vesting; measurement post-IPO per plan terms | Vest upon specified returns on invested capital achieved by Platinum (MOIC/ROIC conditions) |
Stock award vesting activity in FY2024 (IPO vesting):
- Shares acquired on vesting: 114,806; value realized: $2,525,732 (at $22.00 IPO price) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 130,483 |
| Ownership % of shares outstanding | <1% (out of 234,825,581 shares outstanding) |
| Vested shares acquired on IPO vest | 114,806; $2,525,732 realized value |
| Stock ownership guideline (executives) | 2× base salary in shares; retain 50% of net shares until compliant |
| Guideline compliance status | Each NEO has met the guidelines as of the proxy date |
| Hedging/shorting/margin/pledging | Prohibited by insider trading policy |
| Clawbacks | Required SEC/NYSE clawback (restatement-based) and separate discretionary clawback (misconduct or materially inaccurate metrics) |
Note: We attempted to fetch Form 4 insider transactions for Scott Sherman via the insider-trades skill for 2023–present, but access returned “401 Unauthorized.” Ownership and vesting details herein rely on proxy disclosures .
Employment Terms
- Employment agreements: None of the NEOs (including Sherman) has an employment agreement; perquisites generally not above standard management levels; no tax gross-ups in CIC plan; option repricing prohibited without stockholder consent .
- Change-in-Control (CIC) Plan: Double-trigger benefits; multiple of cash severance is 2.0× (sum of base salary + target bonus) for NEOs; immediate vest of time-based awards; performance awards vest at target; 12 months of health premiums; up to $50,000 outplacement; prorated target annual bonus .
- Severance Policy (outside CIC): Lump-sum prorated annual bonus based on actual performance; cash severance equals (monthly base + target monthly bonus) × years of service (min 12 months; cap 18 months for NEOs); health premiums for min 12 months capped 18; outplacement up to $20,000; 6-month “tail” for RSUs/PSUs to vest upon qualifying event during that period .
Potential Payments – Scenario Analysis (as of Dec 28, 2024)
| Scenario | Short-term incentive ($) | Equity accelerated ($) | Cash severance ($) | Health premiums ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| CIC (no termination) | — | 1,499,379 | — | — | — | 1,499,379 |
| CIC Termination (double-trigger) | 519,120 | 1,499,379 | 2,274,240 | 16,402 | 50,000 | 4,359,141 |
| Involuntary Not for Cause (non-CIC) | 394,532 | — | 1,137,120 | 16,402 | 20,000 | 1,568,054 |
| Voluntary (with/without Good Reason) | 394,532 | — | — | — | — | 394,532 |
| Death/Disability | 394,532 | 1,499,379 | — | — | — | 1,893,911 |
Additional terms:
- Payments/benefits generally conditioned on release of claims and restrictive covenants .
- For non-CIC involuntary termination and Good Reason, RSUs/PSUs remain outstanding for 6 months and can vest if a qualifying event occurs with applicable performance met during that period .
Investment Implications
- Pay-for-performance discipline with explicit non-GAAP EBITDAR targets and calibrated pool funding (74.19%), plus Committee’s 72% adjustment indicates tight control and geographic allocation considerations; Sherman’s EIP/MBO payout ($394,532) aligned with below-target company performance and high MBO achievement (96%) .
- Equity awards have meaningful immediate and ongoing vesting: large IPO RSU vest (114,806 shares; $2.53mm) and three-year RSU tail, plus PSUs tied to Platinum’s MOIC/ROIC conditions—linking executive vesting more to sponsor return thresholds than public TSR which may create divergence between stock performance and equity realization timing; monitor MOIC-related “qualifying event” acceleration risk .
- Alignment safeguards are strong: 2× salary ownership requirement (met), strict anti-hedging/pledging policy, dual clawbacks, and double-trigger CIC with no tax gross-ups—reducing governance red flags and sell-pressure from margin/pledging .
- Retention risk appears moderated by severance frameworks (outside CIC formula and CIC 2.0×), but absence of individual employment contracts and sizable future vesting tranches suggest standard mobility risk; insider transaction data was unavailable—reassess selling pressure once Form 4 access is restored .
- Track record signals: Compensation committee uses Compensia market data; IPO execution recognized via one-time bonuses; Sherman's HR leadership cited for support of channel integration and Xvantage—positive execution markers, though equity PSU vesting depends on sponsor return metrics .