Joseph S. Clabby
About Joseph S. Clabby
Joseph S. Clabby, age 71, is an independent director and Vice Chairman of the Board at Barrett Business Services, Inc. (BBSI). He joined the BBSI Board in 2022 and was appointed Vice Chairman in December 2024. He is a retired Vice President at Chubb Limited (following ACE Limited’s merger with Chubb in 2016) with 20+ years in senior insurance executive roles. Clabby holds an MBA in Finance (Pace University), an MA in Education (Montclair State University), and a BA in Psychology (Fordham University). The Board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACE Limited / Chubb Limited | Senior executive roles including board roles at affiliated companies | ~1990s–2022 (retired 2022) | Brought expertise in underwriting, risk management, operational and financial leadership |
| Alexander & Alexander | Underwriting/broker/executive roles | Not disclosed | Insurance operating background |
| Willis Group | Underwriting/broker/executive roles | Not disclosed | Insurance operating background |
| Swiss Re | Underwriting/broker/executive roles | Not disclosed | Reinsurance and risk expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACE/Chubb affiliated companies | Board roles (affiliates) | Not disclosed | Affiliate boards during tenure at ACE/Chubb; no current public company boards disclosed in BBSI proxy |
Board Governance
- Roles and independence: Vice Chairman of the Board since December 2024; independent director under Nasdaq Rule 5605(a)(2). Outside directors meet in executive session at least twice per year.
- Committees:
- Compensation Committee member (7 meetings in 2024; all members independent).
- Nominating & Governance Committee member (3 meetings in 2024; all members independent).
- Attendance: The Board held 7 meetings in 2024; each director attended at least 93% of Board and assigned committee meetings.
Fixed Compensation (Director, 2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $76,250 |
| Annual cash retainer (structure) | $65,000 for outside directors; committee chair/member retainers in 2024—Audit: $15,000/$7,500; Compensation: $10,000/$5,000; Risk Management: $10,000/$5,000; Nominating: $10,000/$5,000. (Structure disclosure) |
Notes:
- Chairman annual retainer was $155,000 in 2024 (structure disclosure).
Performance Compensation (Director, 2024)
| Instrument | Grant date | Shares/Units | Grant-date fair value | Vesting | Terms / Metrics |
|---|---|---|---|---|---|
| RSUs | July 1, 2024 | 3,064 | $99,978 | Vest July 1, 2025 (service-based) | Time-based RSUs; settled in shares upon vest; one RSU = one share |
| Stock options | — | 0 | — | — | No stock options disclosed for Clabby; among directors, only Mr. Carley held options (25,000) |
- No performance (TSR/EBITDA/ESG) metrics tied to director equity grants were disclosed; awards are service-vested time-based RSUs.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Clabby in BBSI’s 2025 proxy.
- Related party / interlocks: The proxy describes certain relationships for other directors; none were identified for Clabby. Related-party transactions are reviewed by the Audit Committee.
Expertise & Qualifications
- Domain expertise: Underwriting, risk management, and operational/financial leadership from multinational insurance experience.
- Education: MBA (Finance) – Pace University; MA (Education) – Montclair State University; BA (Psychology) – Fordham University.
- Governance profile: Independent director; Compensation and Nominating & Governance Committee member; Vice Chairman leadership role.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 11,327 (less than 1%) |
| Shares outstanding (record date) | 25,680,212 (April 7, 2025) |
| RSUs outstanding (non-employee directors at 12/31/24) | 3,064 RSUs (Clabby included) |
| Options | None (only Mr. Carley held 25,000) |
| Pledged shares | None; policy prohibits pledging absent approval; no director has pledged shares as of proxy date |
| Hedging policy | Hedging prohibited for directors/executives (Anti-Hedging Policy) |
| Ownership guidelines | Non-employee directors must hold ≥3x annual cash retainer ($70,000 effective Jan 1, 2025) within 3 years of election |
| Compliance status | All non-employee directors have met the guidelines or are on track within required timeframe |
Governance Assessment
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Positives:
- Independent director with deep risk/insurance operating expertise; serves as Vice Chairman, enhancing independent board leadership.
- Active committee roles (Compensation; Nominating & Governance) with documented meeting cadence; strong attendance (≥93%).
- Strong alignment policies: anti-hedging; no pledging; director ownership guidelines in place; directors are compliant or on track.
- Director equity is time-based RSUs, supporting long-term alignment (annual grant; one-year vest).
-
Watch items / Red flags:
- One late Form 4 filing by Clabby in 2024, related to a purchase of Company stock (administrative compliance lapse).
- Ownership is <1% individually, typical for non-employee directors but modest absolute “skin in the game”; however, guidelines require meaningful ongoing ownership.
-
Conflicts and related-party exposure: None identified for Clabby; independence affirmed; Audit Committee oversees conflict review.
-
Compensation structure signals: Cash vs equity mix shows a material equity component via RSUs ($99,978 RSU grant vs $76,250 cash fees), indicating equity-centric alignment; no director options for Clabby; no perquisites >$10k.
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Board effectiveness: Separation of Chair/CEO; regular executive sessions; risk oversight distributed across committees, with Clabby participating in two key committees (Compensation; Nominating & Governance).