Ingram Micro 2007 Annual Report Download - page 24

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earned through the attainment of predetermined financial performance objectives and share price appreciation.
Please refer to the following pay mix “pie chart” which shows that, as a group, 79% of the total targeted
compensation for our NEOs is based on performance, with the majority of compensation based on long-term equity
awards.
Annual Base
Annual Bonus
Long-Term Equity
21%
61% 18%
Ingram Micro
Information About the Human Resources Committee of our Board of Directors and Its Practices
Committee Composition. The Committee is comprised entirely of independent directors. Its primary
responsibilities are to set all executive officer compensation levels. In doing so, it establishes Ingram Micro’s
executive compensation strategy, approves compensation program designs, establishes incentive goals, reviews and
approves all cash and equity compensation awards for each executive officer, and monitors the overall use of equity
for compensation programs at all organizational levels. The Committee reviews a broad range of human resource
programs, including management development and succession planning programs, which comprises approximately
20% of its work. The Committee also approves compensation for our Section 16 officers.
Outside Advisors. The Committee’s executive compensation advisor in 2007 was Frederic W. Cook & Co.
(“Cook”), an independent executive compensation consulting firm which reports solely to the Committee. No
member of the Committee or any NEO has any affiliation with Cook. The Committee periodically seeks input from
Cook on a range of external market factors, including evolving executive compensation trends and general
observations on the Company’s executive compensation programs. Cook also advises the Governance Committee
of the Board of Directors on Board compensation matters for non-executive Board members. Cook provides no
other services to the Company.
In addition, management engaged Hewitt Associates LLC (“Hewitt”), an independent human resources
consulting firm, to prepare an executive compensation study that would provide objective, third-party market data
on various executive compensation components, programs, and trends. The Committee asked Cook to review the
Hewitt report and provide specific recommendations for consideration by the Committee.
Management Input to the Committee. The Committee frequently requests management to assist in
accomplishing its work, including requests for specific analyses to assist with decision making. The Ingram
Micro Human Resources, Finance, and Legal departments work with the Committee Chair to help set meeting
agendas and to coordinate the distribution of materials to the Committee in advance of its meetings. Generally, our
Chief Executive Officer, President and Chief Operating Officer, Executive Vice President and Chief Financial
Officer, Senior Vice President, Secretary and General Counsel, and Senior Vice President of Human Resources
attend Committee meetings. In addition, the Committee frequently meets in executive session with no members of
management present.
In addition, our Chief Executive Officer makes specific recommendations on the pay levels of subordinate
executive officers and can make suggestions for the establishment of new or modification of existing executive
compensation program designs. However, the Committee makes all final decisions regarding executive compen-
sation matters and receives no recommendations from the Company on compensation of our Chief Executive
Officer.
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