Top 15 Executive Payouts From Blockbuster Tianjin Acquisition Of Ingram Micro
Nearly $126 Million In Stock And Option Payouts
Ingram Micro's top executives and board of directors will earn a combined $125.99 million in stock and option payouts if the proposed $6 billion acquisition by Chinese conglomerate Tianjin Tianhai goes through, according to a proxy statement filed last week with the U.S. Securities and Exchange Commission.
More than $39.6 million of the funds is for 1.02 million combined outstanding shares held by the Irvine, Calif.-based distributor's directors and top executive officers. Stockholders will receive $38.90 for each share held.
The $10.89 million in fully vested restricted stock units can be cashed out for $38.90 each, while the $15.37 million in fully vested options can be cashed out for the difference between the $38.90 per-share offer price and the price at which the options were exercised.
Board Members, Ingram Execs Have Different Payout Schedules
Different set of rules exist, though, for executives and board members regarding equity awards that have not fully vested.
For the nine non-employee directors, the options and restricted stock units will accelerate and be payable in full once the acquisition closes, which is expected to happen in the second half of 2016 if U.S. regulators give the deal the green light.
But Ingram Micro's six executive officers will receive just 25 percent of their unvested options and restricted stock units when the deal closes, with the remaining amount payable in installments pursuant to a schedule that will end no later than Dec. 31, 2017.
Read on to find out who can expect the largest windfall.
15. Carol Mills, Director
Potential Payout: $465,400
Value Of Shares Owned: $296,000
Value Of Accelerating Restricted Stock Units: $169,400
Mills owns 7,610 shares of Ingram Micro stock, and 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Mills has 30 years of enterprise software and technology sector experience, sitting on Ingram Micro's board of directors since July 2014.
She has served since February 2010 as executive chairman of Xactly Corp., a Software-as-a-Service and big data analytics company focus on executive compensation. She has also since January 2014 been a board member at WhiteHat Security, a cloud-based Web application security company.
Before that, Mills held senior executive positions at Juniper Networks, Acta Technologies and Hewlett-Packard.
14. David Barnes, Director
Potential Payout: $569,500
Value Of Shares Owned: $307,400
Value Of Accelerating Restricted Stock Units: $217,600
Value Of Accelerating Options: $33,400
Value Of Vested Options: $11,100
Barnes owns 7,902 shares of Ingram Micro stock, 1,244 vested options 3,700 unvested options at a weighted average price of $29.86 per share, and 5,593 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Barnes has sat on Ingram Micro's board of directors since 2014, and is chair of the board's technology committee.
He has worked at UPS for nearly four decades, serving as the package delivery company's chief information and global services officer since 2005.
Barnes is responsible for ensuring that UPS' technology investments stay aligned with the company's business vision and strategy, with the company investing more than $1 billion into technology each year under his leadership.
13. Wade Oosterman, Director
Potential Payout: $1.09 million
Value Of Vested Restricted Stock Units: $793,900
Value Of Accelerating Restricted Stock Units: $299,600
Oosterman owns 20,408 vested restricted stock units and 7,703 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Oosterman has served in executive roles at public Canadian communication companies for nearly three decades, and has sat on Ingram Micro's board of directors since September 2013.
He is currently group president of Bell Canada and BCE, leading Bell's national wireless, wireline, small-business and multimedia efforts. Oosterman also serves as Bell's chief brand officer.
Oosterman was previously chief marketing and chief brand officer for Western Canadian telecommunications provider Telus and founder of national wireless operator Clearnet Communications.
12. Scott Sherman, Executive Vice President, Human Resources
Potential Payout: $1.25 million
Value Of Unvested Options: $697,900
Value Of Unvested Restricted Stock Units: $554,500
Sherman owns 55,268 unvested options at a weighted average price of $26.27 and 14,254 unvested restricted stock units, of which 25 percent will be payable upon completion of the merger. The remainder will be doled out between the close of the deal and December 2017.
Sherman joined Ingram Micro in May 2015, and is responsible for identifying, developing and implementing the company's human resources strategies. He oversees the distributor's organization development and talent management, compensation and benefits, payroll, and learning and development.
Prior to joining Ingram Micro, Sherman spent five years leading human resources at Allergan and 15 years at Medtronic, which culminated in overseeing the company's global rewards program.
11. Scott McGregor, Director
Potential Payout: $1.54 million
Value Of Shares Owned: $1.37 million
Value Of Accelerating Restricted Stock Units: $169,400
McGregor owns 35,132 shares of Ingram Micro stock and has 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
McGregor has sat on Ingram Micro's board of directors since June 2010 thanks to his expertise around strategy, compensation practices, risk management and sound corporate governance.
He served as president and CEO of Broadcom from January 2005 until February 2016, when the company's $37 billion sale to Avago Technologies closed. McGregor was eligible to receive a $67.3 million severance package upon his departure from Broadcom.
McGregor in March joined the board of cloud-based incentive compensation company Xactly.
10. Leslie Heisz, Director
Potential Payout: $2.57 million
Value Of Vested Restricted Stock Units: $1.73 million
Value Of Shares Owned: $675,800
Value Of Accelerating Restricted Stock Units: $169,400
Heisz owned 44,461 vested restricted stock units, 17,373 shares of Ingram Micro stock and 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Heisz is an experienced investment banker and finance executive, has sat on Ingram Micro's board of directors since March 2007 and chairs its audit committee.
She has served since January 2015 as a board member for not-for-profit health plan Kaiser Permanente. Heisz was also an independent director at global professional services company Tower Watson from 2012 to 2016, and at specialty insurer HCC Insurance Holdings from 2010 to 2014.
9. Linda Fayne Levinson, Director
Potential Payout: $2.71 million
Value Of Shares Owned: $2.31 million
Value Of Vested Options: $231,100
Value Of Accelerating Restricted Stock Units: $169,400
Levinson owns 59,304 shares of Ingram Micro stock, 11,652 vested options at a weighted average price of $19.07 per share and 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Levinson has served on Ingram Micro's board of directors since August 2004, and serves as the chair of its compensation committee. Through that experience, she has gained knowledge of business operations and strategy, compensation strategies and corporate governance.
Levinson has served as chairman of the Hertz corporation since September 2014 and a director at Western Union since 2006 and NCR Corp. since January 1997.
8. Howard Atkins, Director
Potential Payout: $3.32 million
Value Of Shares Owned: $2.47 million
Value Of Vested Restricted Stock Units: $679,000
Value Of Accelerating Restricted Stock Units: $169,400
Atkins owns 63,604 shares of Ingram Micro stock, 17,446 vested restricted stock units and 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Atkins was the chief financial officer at one of the largest financial services companies in the country, and has sat on Ingram Micro's board of directors since April 2004.
Atkins served as Wells Fargo's CFO beginning in August 2001 until resigning in February 2011. He was eligible to receive more than $22 million in compensation and benefits upon his departure.
Prior to that, Atkins was New York Life Insurance Co.'s CFO from 1996 to 2001.
7. Larry Boyd, Executive Vice President, Secretary and General Counsel
Potential Payout: $5.75 million
Shares Owned: $2.64 million
Unvested Restricted Stock Units: $2.13 million
Vested Options: $595,400
Unvested Options: $392,100
Boyd owns 67,890 shares of Ingram Micro stock, 54,624 unvested restricted stock units, 30,957 vested options at a weighted average price of $19.67 and 33,886 unvested options at a weighted average price of $27.33. Twenty-five percent of the unvested equity awards will be payable upon completion of the merger, and the remainder will be doled out between the close of the deal and December 2017.
Boyd joined Ingram Micro in January 2000, and is responsible for leading a team of legal professionals on four continents. He oversees everything from contract negotiations and labor issues to regulatory compliance and corporate disclosure requirements.
6. Shailendra Gupta, Executive Vice President, Mobility and Lifecycle Services
Potential Payout: $8.86 million
Value Of Unvested Restricted Stock Units: $3.43 million
Value Of Shares Owned: $3.29 million
Value Of Equity-Based Award: $1.5 million
Value Of Unvested Options: $639,237
Gupta owns 84,657 shares of Ingram Micro stock, 55,240 unvested options at a weighted average price of $27.33 and 88,182 unvested restricted stock units, of which 25 percent will be payable upon completion of the merger. The remainder will be doled out between the close of the deal and December 2017.
Gupta joined Ingram Micro in November 2004 and rose to his current role in August 2013, where he is responsible for outlining a long-term vision for the mobility business, driving accelerated growth and profitability and achieving long-term revenue and cost synergies.
5. Bill Humes, Chief Financial Officer
Potential Payout: $11.12 million
Value Of Unvested Restricted Stock Units: $5.92 million
Value Of Shares Owned: $4.16 million
Value Of Unvested Options: $875,000
Value Of Vested Options: $164,300
Humes owns 152,227 unvested restricted stock units, 106,819 shares of Ingram Micro stock, 75,983 unvested options at a weighted average price of $27.39 and 15,020 vested options at a weighted average price of $27.96. Twenty-five percent of the unvested equity awards will be payable upon the merger's completion, and the remainder will be doled out between the closing and December 2017.
Humes joined Ingram Micro in 1998 and become its CFO in 2005, where he is responsible for financial planning and analysis, controllership, treasury and risk management, global shared services and strategic sourcing operations.
4. Dale Laurance, Chairman of the Board
Potential Payout: $11.14 million
Value Of Vested Restricted Stock Units: $7.69 million
Value Of Shares Owned: $2.86 million
Value Of Accelerating Restricted Stock Units: $586,300
Laurance owns 197,650 vested restricted stock units, 73,549 shares of Ingram Micro stock and 15,071 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Laurance has been a director on Ingram Micro's board since May 2001, and became its director in June 2007. He is also the owner of private investment and advisory services company Laurance Enterprises.
Laurance spent more than two decades in management and executive positions at Occidental Petroleum Corp., culminating in serving as the company's president from 1996 to 2004.
3. Paul Read, Former President and Chief Operating Officer
Potential Payout: $11.76 million
Unvested Restricted Stock Units: $7.13 million
Equity-Based Award: $2.5 million
Unvested Options: $1.6 million
Shares Owned: $276,000
Vested Options: $252,800
Read owns 183,321 unvested restricted stock units, 138,100 unvested options at a weighted average price of $27.33, 7,096 shares of Ingram Micro stock and 23,108 vested options at a weighted average price of $27.96. Twenty-five percent of the unvested equity awards will be payable upon the merger's completion, and the remainder will be doled out between the closing and December 2017.
Read joined Ingram Micro in September 2013 and was responsible for its worldwide IT distribution business and associated logistics support organization. Read stepped down as president just days after the HNA deal was announced, and will leave the company in September.
2. John Ingram, Director
Potential Payout: $11.76 million
Value Of Shares Owned: $10.22 million
Value Of Vested Options: $1.38 million
Value Of Accelerating Restricted Stock Units: $169,400
Ingram owns 262,212 shares of Ingram Micro stock, 69,030 vested options at a weighted average price of $18.96 and 4,354 unvested restricted stock units that will accelerate in full and be payable upon completion of the acquisition.
Ingram has been a director on Ingram Micro's board since April 1996, and held a handful of management and vice presidential positions at the company from 1991 to 1994. He was the company's acting CEO from May 1996 to August 1996.
He is also chairman of Ingram Industries and the Ingram Content Group, which includes the Ingram Book Company, Lightning Source and Ingram Digital.
1. Alain Monie, Director and CEO
Potential Payout: $52.08 million
Value Of Unvested Restricted Stock Units: $20.16 million
Value Of Vested Options: $12.74 million
Value Of Unvested Options: $10.41 million
Value Of Shares Owned: $8.77 million
Monie owns 518,376 unvested restricted stock units, 996,880 vested options at a weighted average price of $26.13, 846,441 unvested options at a weighted average price of $26.60 and 225,332 shares of Ingram Micro stock. Twenty-five percent of the unvested equity awards will be payable upon the merger's completion, and the remainder will be doled out between the closing and December 2017.
Monie joined Ingram Micro in February 2003 and became its CEO in January 2012. Monie has focused on reorienting the distributor to higher-growth and higher-margin services business through acquisitions and headcount expansion.