Brian Callaghan
ASGNAbout Brian J. Callaghan
Independent director of ASGN since May 2012; co‑founded Apex Systems in 1995 and served as Co‑CEO until its sale to ASGN in 2012. Recognized as Ernst & Young Entrepreneur of the Year in 2003. Education: B.S. in Psychology, Virginia Tech. Core credentials: 25+ years of IT staffing, customer-facing growth execution, strategy, forecasting, and systems building; part‑owner of the Richmond Flying Squirrels (AA affiliate of the San Francisco Giants) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apex Systems, Inc. | Co‑Founder & Co‑CEO | 1995–2012 | Built customer relationships; led staff, strategy, forecasting, systems to support growth; deep IT staffing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Richmond Flying Squirrels (AA affiliate of SF Giants) | Part‑owner | Not disclosed | Advisory role noted in ASGN proxy |
Board Governance
- Independence: Board determined all directors other than CEO (Hanson) are independent; Callaghan is independent under NYSE standards .
- Board leadership: Independent Chair (Arshad Matin) since June 2021; CEO not on committees .
- Committees:
- Compensation Committee member (2024) alongside Chair Jonathan S. Holman; no interlocks, and no member was an officer/employee; no related‑party relationships requiring disclosure .
- Audit Committee member since June 2024 with Chair Maria R. Hawthorne and VADM Dyer; strict independence; Hawthorne designated financial expert .
- Litigation Committee member (ad hoc, formed June 2024) with Matin, Dyer, Hawthorne; no fees paid .
- Meetings and attendance: Board met 6 times in 2024; most directors attended all meetings—one director missed a Board meeting, another missed a committee meeting, and a former director missed both; all directors attended the 2024 Annual Meeting .
| Committee | Role | Period | Meeting Count / Oversight Focus |
|---|---|---|---|
| Compensation | Member | 2024 | 5 meetings; exec compensation design; succession planning; regular executive sessions without management |
| Audit | Member | Since Jun 2024 | 10 meetings; financial reporting integrity, internal controls, auditor oversight; Hawthorne as financial expert |
| Litigation (ad hoc) | Member | Since Jun 2024 | Oversees largest litigation, audit and/or investigations; no fees |
Fixed Compensation
| Year | Fees Earned in Cash | Stock Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| 2024 | $109,500 | $184,930 (annual RSU grant) | $294,430 |
Director compensation structure (2024):
- Cash retainer: $85,000 for all non‑executive directors .
- Committee member fees (non‑chair): Audit $12,000; Compensation $7,500; Nominating & Governance $5,000; Strategy & Technology $5,000 .
- Chair retainers: Board $100,000; Audit $18,000; Compensation $17,500; Nominating & Governance $15,000; Strategy & Technology $15,000 .
Performance Compensation
- Equity form: Annual RSU grant with grant‑date value ≈$185,000; one‑half vests on grant date (Jan 2, 2024) and one‑half vests on first anniversary (Jan 2, 2025). As of Dec 31, 2024, Callaghan held 966 unvested shares .
- No director PSUs/options; director equity grants are time‑based RSUs (no performance metrics) .
| Equity Grant Detail | Grant Date | Structure | Unvested as of 12/31/2024 |
|---|---|---|---|
| Annual RSU | Jan 2, 2024 | ~$185,000 grant value; 50% vests on grant; 50% on Jan 2, 2025 | 966 shares |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Callaghan in ASGN proxy |
| Compensation Committee interlocks | None; committee members were independent and not officers/employees; no related‑party relationships requiring disclosure |
Expertise & Qualifications
- IT staffing and talent: 25+ years building and scaling operations; supports ASGN recruitment and business development .
- Business development and growth: Direct customer engagement, strategic planning, and systems building at Apex Systems; brings growth strategies to ASGN .
Equity Ownership
- Beneficial ownership: 325,911 shares (<1% of shares outstanding) .
- 323,829 shares held in a trust (he and spouse as trustees); 2,082 shares held directly .
- Shares outstanding reference: 43,917,659 as of March 31, 2025 (ownership table context) .
- Hedging/pledging: Prohibited for directors and executive officers by policy .
- Stock ownership guidelines: Directors required to own shares equal to 5x annual cash retainer ($425,000); all directors/officers in compliance as of March 1, 2025 .
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Brian J. Callaghan | 325,911 (323,829 in trust; 2,082 direct) | <1% |
Governance Assessment
- Strengths:
- Independent status confirmed; serves on both Compensation and Audit—broad oversight of pay, controls, and risk; no compensation interlocks or related‑party disclosures involving Callaghan .
- Director pay mix emphasizes equity (~$185k RSUs annually), aligning interests; RSUs vest over time to encourage retention .
- Compliance with robust policies: stock ownership guidelines; hedging/pledging prohibition; executive sessions led by independent Chair .
- Potential investor considerations:
- Historical affiliation: As co‑founder and former Co‑CEO of Apex Systems (acquired by ASGN), continued board presence of Apex co‑founders (Callaghan and Sheridan) may raise perceptions of legacy influence; mitigated by independence determinations and absence of related‑party transactions disclosures for Callaghan .
- Committee workload: Dual service on Compensation and Audit plus ad hoc Litigation oversight reflects high engagement but concentrates responsibilities; balanced by committee independence and financial expert designation on Audit (Hawthorne) .
- Attendance and engagement: Board met 6 times; near‑full attendance and all directors attended 2024 Annual Meeting—signals engagement culture (individual attendance not itemized) .