William Ingram
About William Ingram
William Ingram (age 68) is an independent director of Paymentus Holdings, Inc., serving since February 2021. He is the Audit Committee Chair and a member of the Nominating & Corporate Governance Committee, with prior CFO experience at Avalara (2015–2020) and interim CFO at Khan Academy (2015); he also held strategy and executive roles at Leap Wireless/Cricket and AT&T. Ingram serves on the board of CCC Intelligent Solutions Holdings Inc. as Audit Committee Chair and member of the Human Capital & Compensation Committee; he previously served on Avalara’s board until its October 2022 acquisition. He holds a B.A. in Economics from Stanford University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avalara, Inc. | Chief Financial Officer & Treasurer | Dec 2015–Mar 2020 | NYSE-listed tax compliance software |
| Khan Academy | Interim Chief Financial Officer | Apr 2015–Dec 2015 | Online learning nonprofit |
| Leap Wireless International (Cricket Wireless) | EVP & Chief of Strategy | Aug 2007–Mar 2014 | Acquired by AT&T; continued at AT&T Mar 2014–Jan 2015 |
| AT&T | Executive role post-acquisition | Mar 2014–Jan 2015 | Post-Cricket acquisition integration |
External Roles
| Company | Listing | Role | Committees | Tenure |
|---|---|---|---|---|
| CCC Intelligent Solutions Holdings Inc. | Nasdaq-listed | Director | Audit Chair; Human Capital & Compensation member | Current |
| Avalara, Inc. | NYSE-listed (acquired) | Director | — | Jan 2020–Oct 2022 |
Board Governance
- Committees: Audit (members: Jody Davids; William Ingram; Gary Trainor; Ingram is Chair) and Nominating & Corporate Governance (members: Robert Palumbo; William Ingram; Palumbo is Chair) .
- Independence: The Board determined Ingram is independent under NYSE standards; six of eight directors are independent .
- Attendance: The Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings (Audit: 8 meetings; Compensation: 6; Nominating: 2) .
- Lead Independent Director: Robert Palumbo serves as Lead Independent Director; independent directors hold executive sessions chaired by Palumbo .
- Controlled company: AKKR controls a majority of voting power; Paymentus qualifies as a “controlled company” but elects to comply with NYSE governance requirements (risk consideration for minority investors) .
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Board retainer (cash) | $30,000 | Outside director cash policy |
| Committee retainer (cash) | $24,000 | Committee service fees per policy |
| Total cash fees | $54,000 | — |
| Equity RSU Annual Award | $169,984 (grant-date fair value) | Granted June 10, 2024; policy target $170,000 |
| Total | $223,984 | — |
Policy notes: Annual RSU awards of $170,000 fair value, vest 100% on one-year anniversary; cash and equity limits capped at $550,000 per fiscal year; change-in-control fully accelerates outstanding director equity .
Performance Compensation (Director Equity Structure)
| Award Type | Grant Date | Units/Shares | Grant-Date Fair Value (USD) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| RSU (Annual Award) | Jun 10, 2024 | 8,655 RSUs outstanding at 12/31/2024 | $169,984 | 100% vest on 1-year anniversary per policy | 100% acceleration upon change-in-control |
| Options (legacy) | — | 26,195 options (Class B) exercisable within 60 days of 4/10/2025 | — | Exercisable (as disclosed) | Not specified for directors in proxy (only RSU acceleration disclosed) |
No director performance metrics (revenue/EBITDA/TSR) are tied to director compensation; RSU awards are time-based per outside director policy .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| AKKR nominations | AKKR nominates certain directors (Klein, Malinowski, Palumbo). Ingram is not an AKKR nominee, supporting independence profile . |
| Related-party oversight | Audit Committee (chaired by Ingram) oversees related person transactions per policy . |
Expertise & Qualifications
- Audit Committee Financial Expert designation: Ingram (and Trainor) meet Item 407(d) criteria .
- Education: B.A. Economics (Stanford); MBA (Harvard Business School) .
- Skills: Corporate strategy, finance, public company CFO experience, software/technology governance .
Equity Ownership
| Security | Quantity | Status | % of Class | Notes |
|---|---|---|---|---|
| Class A Common | 76,717 shares | Beneficially owned | <1% | As of 4/10/2025 record date |
| Class B Options | 26,195 options | Exercisable within 60 days of 4/10/2025 | — | Option count disclosed; percent not separately presented |
| RSUs (Class A) | 8,655 units | Outstanding at 12/31/2024 | — | From annual director RSU grant |
- Pledging/Hedging: Company policy prohibits hedging and pledging by directors and employees (alignment positive) .
Insider Trades and Section 16 Compliance
| Item | 2024 Status | Notes |
|---|---|---|
| Section 16(a) filing timeliness | Compliant | Based on company review; no delinquencies reported for 2024 |
Form 4 transaction specifics for William Ingram are not enumerated in the proxy; Section 16 compliance indicates timely reporting in 2024 .
Governance Assessment
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Strengths
- Independent director with deep finance and public company governance experience; designated Audit Committee Financial Expert .
- Audit Committee chaired by Ingram oversees financial reporting, internal controls, cybersecurity risk, and related-person transactions; robust meeting cadence (8 meetings in 2024) enhances oversight .
- Clear anti-hedging/anti-pledging policy and adopted clawback for executives (alignment and risk controls), plus majority-independent board despite controlled company status .
- Director compensation structure primarily equity-based RSUs vesting after one year, aligning with shareholder value without short-term performance gaming .
-
Watchouts / RED FLAGS
- Controlled company: AKKR and founder collectively control ~92% voting power via Class B super-votes, limiting minority shareholder influence and potentially entrenching governance structures .
- Related-party sensitivities: Family employment for CEO’s spouse and a director’s son; while disclosed and subject to committee oversight, presents potential perception risks (mitigated by Audit and Compensation Committee review protocols) .
- Board attendance disclosed at “≥75%” threshold rather than individual-level percentages; transparency could be improved, though committee meeting frequency appears adequate .
-
Net: Ingram’s role as independent Audit Chair with financial expert credentials is a governance positive. The primary investor confidence risk stems from the controlled company capital structure (super-voting Class B) rather than Ingram-specific conflicts; continued robust audit oversight, cybersecurity risk monitoring, and related-party governance help mitigate these risks .