Andy Bryant
About Andy Bryant
Andy Bryant is an independent director of Climb Global Solutions, Inc. (CLMB), serving on the Board since July 2019. He is 69 and holds a B.A. in History from the University of Maryland . Bryant is Chair of the Audit Committee and has been designated an “audit committee financial expert,” reflecting deep financial and operational oversight credentials . The Board met 10 times in 2024, and each director attended at least 75% of the aggregate meetings of the Board and committees on which they served .
Past Roles
| Organization | Role | Dates | Notes/Impact |
|---|---|---|---|
| Arrow Electronics, Inc. | President, Enterprise Computing Solutions (ECS) | Named President in 2008 | Specified as an executive officer; led global enterprise computing solutions distribution |
| Arrow Electronics, Inc. | Chief Operating Officer | May 2014–May 2016 | Senior operational leadership; Fortune 500 scale |
| Avnet, Inc. | President of global operating groups; Senior Vice President | Corporate officer in 1996; executive officer in 1999 | Global supply chain services leadership in electronics distribution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | None disclosed in CLMB proxy | — | — |
Board Governance
- Independence: The Board determined Bryant is independent under NASDAQ listing standards .
- Executive sessions: Independent directors meet in executive session at each Board meeting (not less than twice per year) .
- Attendance: The Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
| Committee | Role | 2024 Meetings | Membership Notes |
|---|---|---|---|
| Audit Committee | Chair; Audit Committee Financial Expert | 4 | Members: Bryant (Chair), McCarthy, Boren; Board intends to appoint Giovacchini after the 2025 Meeting |
| Nominating & Corporate Governance Committee | Member | 2 | Members: Boren (Chair), Bryant, Scorziello; Board intends to appoint Gold after the 2025 Meeting |
| Compensation Committee | Not a member | 1 | Members: Gold (Chair), McCarthy (both independent) |
Risk oversight update: In March 2025, the Board disbanded the Risk and Security Committee and reallocated its responsibilities to the Audit Committee, expanding Audit’s remit to enterprise risk, compliance, cybersecurity, and data privacy .
Fixed Compensation (Director)
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | $15,000 per quarter | $60,000 | Standard outside director cash fees in 2024 |
| Audit Committee Chair fee (cash) | Annual | $25,000 | Chair premium |
| Total cash fees (2024) | — | $85,000 | Sum of retainer + chair fee |
| Equity (restricted stock) | Grant of 1,774 shares | $100,000 grant date fair value | Granted June 18, 2024; vests at the earlier of the 2025 Annual Meeting or one year from grant |
| Total (cash + equity) | — | $185,000 | 2024 director compensation |
Performance Compensation (Director)
- No performance-based director compensation disclosed; director equity grants are time-based restricted stock/RSUs, and the company does not currently grant stock options .
| Performance Metric | Status | Notes |
|---|---|---|
| TSR/EBITDA/EPS targets for director pay | Not disclosed | Director pay consists of cash retainers and time-based equity; no performance metrics disclosed for directors |
| Stock options | Not granted | Company states it does not currently grant stock options |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in CLMB proxy |
| Prior public company boards | Not disclosed for Bryant |
| Potential interlocks/conflicts | Not disclosed; company policy requires related-party transactions be on arm’s-length terms and pre-approved by disinterested directors |
Expertise & Qualifications
- Audit committee financial expert designation; chairs the Audit Committee .
- Senior leadership experience across Fortune 500 technology distribution and enterprise computing supply chains (Arrow Electronics; Avnet) .
- Education: B.A. in History, University of Maryland .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Andy Bryant | 6,274 | <1% (asterisk indicates less than one percent) | Beneficial ownership as of April 7, 2025 record date |
| Shares outstanding (record date) | 4,584,055 | — | Shares outstanding at April 7, 2025 |
- Policy alignment: Anti-hedging and anti-pledging policies apply to directors; hedging/pledging of company stock is prohibited .
- Director equity grant: 1,774 restricted shares granted June 18, 2024; vest at the earlier of the 2025 Annual Meeting or one year from grant .
Governance Assessment
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Strengths:
- Independence and role: Bryant is an independent director and Audit Committee Chair with audit committee financial expert status—positive for board effectiveness and investor confidence .
- Risk oversight: Consolidation of enterprise risk, cybersecurity, and data privacy oversight under the Audit Committee heightens accountability; as Chair, Bryant’s remit expanded in March 2025 .
- Engagement: Board met 10 times in 2024; directors attended at least 75%; independent executive sessions are held at least twice per year .
- Pay structure: Balanced cash/equity director compensation (cash $85k; equity $100k) aligns directors with shareholders via time-based equity; no stock option grants reduce risk of misaligned incentives .
- Shareholder signals: Recent Say-on-Pay support at 88% (2024) and 91% (2023) indicates constructive shareholder sentiment on compensation governance .
- Policies: Clawback policy compliant with SEC/NASDAQ, and strong anti-hedging/anti-pledging standards .
-
Watch items / potential risks:
- Audit workload: Expanded risk oversight into cybersecurity and enterprise risk raises committee demands; continued resourcing and meeting cadence will be important to sustain effectiveness .
- Ownership: Bryant’s ownership is <1%, typical for small-cap boards but investors may prefer ongoing accumulation; alignment is partly addressed via annual equity grants and anti-hedging/pledging policies .
- Related-party exposure: Company disclosed immaterial transactions with a customer linked to a family member of an executive, which terminated in 2024; no director-specific related-party transactions were disclosed in the proxy .
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Compliance indicators:
- Section 16 filings: Only one delinquent Form 4 was noted for an executive (Bass); no delinquencies disclosed for Bryant .
- Committee independence and charters: All committees are fully independent; charters available on the investor website .