Ingram Micro 2007 Annual Report Download - page 10

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restricted stock selected divided by the closing price of our common stock on the NYSE on the date of grant
rounded up to the next whole share. Restrictions on the shares granted in 2007 lapsed on December 31, 2007.
Restricted stock units were added in 2005 and, if elected, are allowed to be deferred in accordance with
Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issue
thereunder.
Meeting Fees. Non-management directors also receive a cash fee of $1,500 for each Board and committee
meeting they attend, whether in person or by conference telephone call.
Additional Compensation for Non-Executive Chairman of the Board. Dr. Laurance, who succeeded Kent
Foster as Chairman of the Board on June 6, 2007, continues to receive compensation as a non-executive Board
member pursuant to the Compensation Plan for Non-Executive Members of the Board of Directors. Dr. Laurance
also receives additional compensation in his role as non-executive Chairman of the Board pursuant to the
Compensation Plan of Non-Executive Chairman of the Board of Directors adopted by the Board on March 27,
2007 (“Non-Executive Chairman Plan”). Under the Non-Executive Chairman Plan, Dr. Laurance receives addi-
tional annual compensation in an amount equal to $250,000 payable in cash and equity (stock options, restricted
stock or restricted stock units) settled in shares reserved under the Company’s 2003 Equity Incentive Plan (the
“2003 Plan”). If cash is selected as a component, the amount that may be selected ranges from $0 to $100,000. The
equity-based compensation may consist of stock options, restricted stock/restricted stock units or a combination
thereof and must have a value of at least $150,000.
Compensation for Former Non-Executive Chairman of the Board. Mr. Foster retired as our non-executive
Chairman of the Board effective June 6, 2007. The Company entered into an agreement with Mr. Foster effective
June 1, 2005 for his new role as non-executive Chairman of the Board (the “2005 Agreement”). The 2005
Agreement provided that all stock options previously awarded to Mr. Foster will continue to vest according to their
original terms and be exercisable until the earlier of (i) the expiration date of such option grant or (ii) the fifth
anniversary of the date Mr. Foster ceases to perform services for the Company or its Board of Directors. The 2005
Agreement further provided that Mr. Foster’s interest in all then existing long-term executive cash incentive
programs (the 2003-2005 cash long-term incentive program (the “2003-2005 Cash LTIP”), the 2004-2006 cash
long-term incentive program (the “2004-2006 Cash LTIP”), the June 2005-2006 cash long-term incentive program
(the “June 2005-2006 Cash LTIP”), and the 2005-2007 cash long-term incentive program (the “2005-2007 Cash
LTIP”) under the Ingram Micro Inc. Executive Incentive Plan (the “EIP”) would continue to accrue in full and be
paid to Mr. Foster, except as noted below, at the same time as payments are made (if any) to other participants.
Payments under these programs are based on the Company’s achievement against pre- established objective
performance measures over the performance periods. Minimum performance standards have been established
below which no payments will be made.
The Company made no payments under the 2003-2005 Cash LTIP to any of the participants because the pre-
established performance measures for the relevant performance period were not achieved. Although the perfor-
mance cycle for the 2004-2006 Cash LTIP program has ended, this 2004-2006 program’s financial metrics are based
upon Ingram Micro performance relative to an identified peer group. The information necessary to finalize these
calculations has been delayed due to late reporting by one of the peer companies and will not be available until after
the publication of this proxy.
The performance for the June 2005-2006 program has been calculated and approved by the Human Resources
Committee for payment to eligible participants at an achievement of 82.6%. This payout represents the minimum
amount that would be paid under either the 2004-2006 Cash LTIP program or the June 2005-2006 program. In
accordance with the June 2005-2006 program, any participant who is also a participant in the 2004-2006 Cash LTIP
program is eligible to receive either the greater of the award payment earned under the 2004-2006 Cash LTIP or the
June 2005-2006 program. Rather than delay payment, management, with the Human Resources Committee’s
approval, agreed to make the minimum payment to participants who are eligible under both programs under the
terms of the June 2005-2006 program. Accordingly, a payment under the June 2005-2006 Cash LTIP in the amount
of $683,267 was approved by the Human Resources Committee and paid to Mr. Foster in 2007. A payment in the
amount of $986,022, calculated in comparison to the 2005-2007 Cash LTIP, will be made to Mr. Foster as a bonus
outside of the 2005-2007 Cash LTIP during May 2008 pursuant to the terms of the 2005 Agreement. Mr. Foster also
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