Form 4: Ingram Micro CEO's Equity Changes: RSU Vesting & New Grant

Ingram Micro CEO Paul D. Bay reported the withholding of shares for tax obligations from RSU vesting and a new grant of 168,146 restricted stock units.

Summary

• CEO Paul D. Bay reported changes in his beneficial ownership of Ingram Micro Holding Corp common stock.
• On March 3, 2026, 13,874 shares were disposed of at $21.35 per share to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) granted on March 3, 2025. This was not a discretionary trade.
• On March 4, 2026, Bay received a new grant of 168,146 RSUs.
• These new RSUs will vest in three equal annual installments, beginning on March 4, 2027, and concluding on March 4, 2029.
• Each RSU represents the right to receive one share of Common Stock upon vesting.
• Following these transactions, Bay directly owns 610,576 shares and indirectly owns 45,500 shares through the P/R Family Trust.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting routine executive compensation activities that align management's interests with long-term company performance through a new RSU grant.

Positives

• The CEO received a significant new grant of 168,146 Restricted Stock Units (RSUs), aligning his interests with long-term shareholder value.

Negatives

• 13,874 shares were disposed of to cover tax withholding, which is a common occurrence but reduces direct ownership.

Risks

• Future dilution risk from the vesting of 168,146 Restricted Stock Units (RSUs) over the next three years.

Future Outlook

The grant of new Restricted Stock Units (RSUs) with a vesting schedule extending to March 2029 indicates a long-term incentive structure for the CEO, aligning his future compensation with the company's performance over several years.

Management Comments

• "Represents shares withheld to satisfy tax withholding obligations related to the issuance of Common Stock to the Reporting Person upon the vesting of restricted stock units ('RSUs') granted on March 3, 2025, and does not represent a discretionary trade by the Reporting Person."
• "On March 4, 2026, the Reporting Person received a grant of 168,146 RSUs, which vest in three (3) equal annual installments, beginning on March 4, 2027, and ending on March 4, 2029. Each RSU represents the right to receive one (1) share of Common Stock upon vesting of the unit."

Industry Context

StockSavvy.ai notes that equity compensation, particularly through Restricted Stock Units (RSUs) with multi-year vesting schedules, is a standard practice in the technology distribution and IT services industry. This approach is widely used by companies like TD SYNNEX and Arrow Electronics to retain key executives and align their incentives with long-term shareholder value creation.

Comparison to Industry Standards

• The RSU grant size of 168,146 units for a CEO of a company like Ingram Micro is substantial and comparable to executive compensation packages seen at similar-sized technology distributors.
• The three-year vesting schedule is a common industry standard for executive equity awards, promoting long-term commitment.
• The practice of withholding shares for tax obligations upon RSU vesting is a standard and efficient method for managing tax liabilities in equity compensation across all industries.

Related Party Transactions

• Indirect beneficial ownership of 45,500 shares through the P/R Family Trust.

Stakeholder Impact

• Shareholders: The new RSU grant aligns the CEO's long-term incentives with shareholder value creation, but also introduces potential future dilution as RSUs vest.
• Employees: No direct impact mentioned, but executive compensation practices can influence overall company culture and compensation strategies.

Next Steps

• First annual vesting of the 168,146 RSUs on March 4, 2027.
• Subsequent annual vesting installments on March 4, 2028, and March 4, 2029.

Key Dates

Recommendation

This Form 4 details routine executive compensation activities, specifically the vesting of prior Restricted Stock Units (RSUs) and the grant of new ones. These transactions are expected and do not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The new RSU grant aligns the CEO's interests with long-term shareholder value, which is generally positive, but it's a standard practice. Therefore, a "hold" recommendation is appropriate as there's no new catalyst for a buy or sell decision based solely on this filing.

Keywords

Ingram Micro, INGM, Paul D. Bay, CEO, Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Compensation, Stock Grant, Beneficial Ownership