CEO Paul Bay's total compensation of $9,665,531 at a $5.9B market-cap technology distributor is consistent with benchmarks for a CEO at this company size and sector, and the proxy discloses that his base salary is actually below the 25th percentile of the peer group; the pay structure is sound, with 65% of the CEO's target direct pay tied to performance (annual cash incentive and performance stock awards), well above the 50-60% policy threshold, and the annual bonus payout of 120% of target reflected genuine performance between threshold and target on disclosed financial metrics; while the stock has significantly undertrailed peers over three years, the variable pay itself was not above benchmark — the proxy confirms equity grants were below peer median — so the pay-for-performance alignment check does not trigger a No vote, and with 98.79% prior-year support and a meaningful clawback policy in place, a FOR vote is warranted.

PwC has served as Ingram Micro's auditor continuously since at least 1994, a tenure of at least 31 years that exceeds the policy's 25-year threshold for a No vote; the proxy does not provide a specific and compelling rationale for continued engagement (no disclosure of recent lead partner rotation or a concrete multi-year rotation plan), so the tenure trigger fires and the vote is AGAINST; the non-audit fee ratio of approximately 22.7% is well within the acceptable range and does not independently raise concerns.