Sharon Wienbar
About Sharon Wienbar
Independent director of Ingram Micro Holding Corporation since October 2024; age 63. Background includes 17 years as Partner at Scale Venture Partners (2001–2018) and CEO of Hackbright Academy (2015–2016), with prior roles at Adobe and Bain & Company. Education: BS and MS in Engineering (Harvard); MBA (Stanford). She serves on INGM’s Audit and Compensation Committees; the Board has affirmatively determined she is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scale Venture Partners | Partner | 2001–2018 | Led investments in early-stage tech; advised portfolio strategy |
| Hackbright Academy | Chief Executive Officer | 2015–2016 | Led software engineering program for women through acquisition |
| Adobe Systems; Bain & Company | Operating roles; Consultant | Prior to 2001 | Enterprise software operating experience; strategic consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resideo Technologies (NYSE: REZI) | Director; Chair, Compensation & Human Capital Mgmt; Member, Nominating & Governance; Member, Innovation & Technology | Director since 2018 | Chairs compensation; committee met 7x in 2024; active governance and risk oversight |
| Enovis Corporation (NYSE: ENOV) | Director; Chair of Board (as of May 2025) | Director since 2016 | Board Chair; member of Compensation & HCM |
| USRowing; Planned Parenthood Direct | Director | Current | Non-profit governance |
Board Governance
| Attribute | Details |
|---|---|
| Committees | Audit (independent committee), Compensation (controlled-company exemptions allow non-independent members) |
| Independence | Board determined Wienbar is independent under NYSE and SEC rules |
| Attendance | 100% attendance in FY 2024 at Board and committee meetings following IPO; Board met once; Audit met twice; Compensation met once |
| Controlled Company Status | Platinum Equity controls ~90% of voting power; INGM relies on NYSE “controlled company” exemptions (e.g., majority independent not required; Comp/NCGC not required to be fully independent) |
| Committee Composition Risks | Compensation Committee includes Platinum affiliates; Audit Committee fully independent with financial experts; Wienbar serves on both |
Fixed Compensation (Director)
| Component | Policy/Amount | Actual FY 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $25,000 | Pro-rated post-IPO for 2024 |
| Audit Chair cash retainer | $35,000 | N/A | Not applicable (she is a member, not Chair) |
| Equity grant (annual RSU) | Target $185,000 | $184,998 | 8,409 RSUs granted 10/23/2024; vest 10/23/2025 |
Performance Compensation
Directors do not receive performance-based bonuses. Equity is time-based RSUs; no options; no meeting fees. Stock ownership guidelines require 5x base compensation; directors must retain 50% of net shares until compliant; as of proxy date, none (except Monié) had met guidelines .
| Metric | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual Director RSU | 10/23/2024 | 8,409 | $184,998 | Full vest on first anniversary (10/23/2025) |
| Annual Director RSU (2025 meeting) | 06/04/2025 | 9,615 | $0 (reported on Form 4 as award) | Standard annual grant; post-transaction holdings 18,024 units/shares reported |
Other Directorships & Interlocks
- Resideo: Chairs Compensation & HCM Committee; significant human capital and pay governance role; not an INGM related party .
- Enovis: Board Chair (May 2025); compensation committee member; no disclosed conflicts with INGM operations .
- INGM policy limits: Directors may serve on ≤5 public boards; Audit Committee members on ≤3 audit committees—Wienbar is within limits .
Expertise & Qualifications
- Financial literacy; audit oversight experience; technology and software domain expertise; M&A and capital markets familiarity from venture investing .
- Independent voice on Audit and Compensation at a controlled company—adds governance balance .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of 4/10/2025) | “—” (less than 1% of class) |
| Unvested RSUs at FY 2024 year-end | 8,409 (vesting 10/23/2025) |
| Post-annual meeting holdings (reported) | 18,024 following 9,615-unit RSU award on 6/4/2025 |
| Director stock ownership guideline | 5× base compensation; retain 50% of net shares until met; not yet met by most directors |
| Hedging/pledging | Prohibited: no hedging, short sales, margin accounts, or pledging of INGM securities |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-04 | Award (RSU grant) | 9,615 | $0 | 18,024 | https://www.sec.gov/Archives/edgar/data/1897762/000141588925016055/0001415889-25-016055-index.htm |
Governance Assessment
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Strengths:
- Independent director on Audit (fully independent; two financial experts on committee) and Compensation; 100% attendance; adds external governance expertise from chairing compensation at Resideo and chairing Enovis’ board .
- Clear alignment mechanisms: annual RSU grants; director ownership guidelines with retention requirement; insider trading controls prohibiting hedging/pledging .
-
Risks and potential conflicts:
- Controlled company: Platinum Equity nominates and maintains committee presence; Compensation Committee includes non-independent members; investor rights may reduce minority shareholder influence. This structural control elevates conflict risk despite independent audit oversight .
- Related-party exposure historically: $20.4M management fee to Platinum Advisors in 2024 (Advisory Agreement terminated at IPO), highlighting past affiliate payments; continued registration and nomination rights for Platinum .
- Ownership alignment: As of proxy date, most non-employee directors (including Wienbar) had not yet met stock ownership guidelines, though ongoing RSU awards and retention rules aim to bridge the gap .
-
Signals for investors:
- Wienbar’s dual roles (Audit and Compensation at INGM; compensation leadership at Resideo; board chair at Enovis) suggest strong governance engagement and compensation oversight expertise, likely improving board effectiveness at a controlled company .
- The Audit Committee’s independence and financial expertise, with Wienbar as member, mitigates elevated related-party risks by strengthening financial reporting oversight .
RED FLAGS
- Controlled company exemptions (non-independent Compensation and NCGC committees; Platinum nomination and committee presence rights) can impair minority protections and heighten conflict-of-interest concerns .
- Historical affiliate management fee ($20.4M in 2024) prior to IPO underscores related-party sensitivity; monitor future transactions with Platinum/affiliates .
- Director ownership guideline compliance not yet met by most non-employee directors as of proxy date, indicating gradual alignment process; continue tracking Wienbar’s RSU vesting and additional grants .
Notes and Sources
- INGM DEF 14A (Apr 17, 2025): Board/committee composition, independence, attendance, director compensation policy and grants, ownership guidelines, controlled company status, related-party agreements .
- Resideo 2025 Proxy/Annual materials: Wienbar’s committee roles and meetings .
- Enovis director page: Board Chair role as of May 2025 .
- SEC Form 4 (June 2025): Annual director RSU award and post-transaction holdings .