Dale Foster
About Dale Foster
Dale Foster (61) is Chief Executive Officer of Climb Global Solutions and a director since January 2020. He holds a Bachelor of Technology in Electrical Engineering from Rochester Institute of Technology and an Associate’s in Electrical Engineering from Alfred State College . Under his tenure, Climb’s pay-versus-performance disclosure shows cumulative TSR turning a $100 initial investment on 12/31/2021 into $374.98 by 12/31/2024, with 2024 net income of $18.6 million versus $12.3 million in 2023 . Board leadership is separated, with John McCarthy serving as independent Board Chair (appointed January 2025), while Foster serves as CEO and director—mitigating CEO/Chair dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Climb (Lifeboat Distribution subsidiary) | President | Jul 2019 – Jan 2020 | Led distribution business prior to CEO appointment . |
| Climb Global Solutions | Executive Vice President | Jan 2018 – Jul 2019 | Executive leadership ahead of CEO role . |
| Promark Technology (later Ingram Micro subsidiary) | EVP & GM | Nov 2012 – Jan 2018 | Ran value‑added distribution operations under Ingram Micro . |
| Promark Technology | President & CEO | 1997 – 2012 | Built value‑added distributor focused on emerging data storage and virtualization . |
External Roles
No additional public company directorships or external committee roles are disclosed for Foster in the proxy .
Fixed Compensation
| Year | Base Salary (approved annual rate) | Salary actually paid | Bonus (discretionary) | Non-Equity Incentive (Annual bonus paid for year) |
|---|---|---|---|---|
| 2022 | $375,000 | $376,922 | — | $361,000 |
| 2023 | $500,000 | $500,000 | — | $552,000 |
| 2024 | $550,000 | $539,583 | — | $825,000 |
Notes:
- In 2024, the Board increased Foster’s annualized base salary to $550,000 .
Performance Compensation
Annual Cash Incentive (STI)
| Year | Metrics | Weighting | Target range | Actual outcome | Payout |
|---|---|---|---|---|---|
| 2022 | Adjusted EBITDA; EPS | Not stated split (both used) | 0–125% each | EBITDA 122%; EPS 114% | $361,000 |
| 2023 | Adjusted EBITDA; Gross profit margin % of Adjusted Gross Billings | 80%; 20% | 0–150% each | EBITDA 113%; Margin 100% | $552,000 |
| 2024 | EBITDA | 100% | 0–150% | Achieved 150% | $825,000 |
Long-Term Equity Incentives (LTI)
| Grant year | Instrument | Structure | Performance metrics and weights | Performance window | Vesting terms |
|---|---|---|---|---|---|
| 2023 | RSUs (time-vested) + PSUs | 40% time; 60% performance | EPS 70%; ROE 30% | FY2023–FY2025 | RSUs vest in 3 equal annual installments; PSUs vest Jan 1 after period based on results (0–150%) . |
| 2024 | RSUs (time-vested) + PSUs | 40% time; 60% performance | EPS 70%; ROE 30% | FY2024–FY2026 | Same vesting mechanics as 2023 . |
Additional details:
- Company states no options are currently granted; equity is via restricted stock/RSUs and PSUs .
Equity Ownership & Alignment
Beneficial Ownership (as of April 7, 2025)
| Holder | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Dale Foster | 82,740 | 1.8% | Includes 18,004 unvested restricted stock . |
Outstanding Unvested Awards (as of 12/31/2024; CLMB $126.75)
| Category | Unvested units (#) | Market value ($) |
|---|---|---|
| Time-based RSUs/Restricted Stock | 24,977 | $3,165,835 |
| Performance-based RSUs (PSUs) | 23,109 | $2,929,066 |
Vesting schedules and cadence:
- Time-vested RSUs: 2024 grants vest in 3 equal annual installments; some older grants vest quarterly (details by grant year in footnotes) .
- PSUs: 2024 grant of 12,668 PSUs vests at end of FY2026; 2023 grant of 10,441 PSUs vests at end of FY2025, subject to EPS/ROE performance and continued service through Jan 1 following the period .
Stock vested in 2024:
| Name | Shares vested (#) | Value realized ($) |
|---|---|---|
| Dale Foster | 13,681 | $980,014 |
Hedging/pledging and insider policy:
- Short-selling, hedging, and pledging of Company stock are prohibited for directors and executives .
- Insider Trading Policy is in effect and enforced; Clawback Policy adopted and compliant with SEC/Nasdaq rules .
Ownership guidelines:
- No specific executive stock ownership guidelines are disclosed in the 2025 proxy .
Employment Terms
Executive Severance and Change in Control Plan (adopted April 14, 2023):
- Foster is designated Tier 1. Outside a Change in Control Period: 18 months base salary continuation, Company-paid COBRA through the severance period, and a prorated annual bonus based on actual performance for time served .
- Within Change in Control Period (60 days before to 12 months after): lump sum equal to 24 months base salary, target annual bonus, Company-paid COBRA for the CIC severance period, and double-trigger full acceleration of unvested equity upon qualifying termination .
Restrictive covenants and clawback:
- Non-compete and non-solicit for one year following termination (or longer if the severance/CIC period is longer), plus indefinite non-disparagement and confidentiality; clawback applies to incentive-based compensation .
Excise tax:
- “Best net” cutback—benefits reduced to avoid 280G excise tax if reduction yields better after-tax outcome .
Illustrative potential payments as of 12/31/2024:
| Scenario | Salary+COBRA | Incentive (bonus) | Equity acceleration | Total |
|---|---|---|---|---|
| Termination outside CIC period | $855,770 | $825,000 | — | $1,680,770 |
| Termination within CIC period (double-trigger) | $1,141,026 | $825,000 | $3,165,835 | $5,131,861 |
Board Governance
- Director since January 2020; currently CEO and director (non-independent); Board Chair is independent (John McCarthy since Jan 2025), and all committees are fully independent, with executive sessions without management .
- Board met 10 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings .
- Committee roles: Audit (Bryant Chair; McCarthy; Boren → to be succeeded by Giovacchini post-meeting), Compensation (Gold Chair; McCarthy), Nominating & Gov (Boren Chair; Bryant; Scorziello → to be succeeded by Gold) .
- Risk oversight consolidated into the Audit Committee in 2025 after disbanding the Risk and Security Committee .
Say-on-Pay and 2025 vote results:
- Say-on-Pay approvals: 91% (2023), 88% (2024) .
- 2025 Annual Meeting approvals: Say-on-Pay passed (For: 2,537,552; Against: 63,322; Abstain: 8,945); directors, including Foster, were elected; “annual” frequency preferred for Say-on-Pay .
Related party transactions:
- Sales to a customer in which a family member of one executive had a minority ownership position totaled ~$0.7M in 2024 and ~$1.4M in 2023; the minority interest terminated during 2024; transactions on arm’s-length terms .
Compensation Structure Analysis
- Mix shift to RSUs/PSUs, no current option grants—lower risk equity and clearer linkage to EPS/ROE targets (0–150% PSU payout range) .
- Strong pay-for-performance linkage evident in 2024 with EBITDA-based STI at 150% and PSU metrics tied to multi-year EPS/ROE; 2023 STI used EBITDA (80%) and gross margin (20%) .
- Governance enhancements since 2023 include double-trigger equity acceleration under the Severance Plan and adoption of a Nasdaq-compliant clawback policy .
Performance Compensation – Detailed Table
| Component | Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 STI | EBITDA | 100% | 0–150% range | 150% | $825,000 | Cash, paid following year |
| 2023 STI | Adjusted EBITDA | 80% | 0–150% | 113% | Included in $552,000 | Cash, paid following year |
| 2023 STI | Gross margin % of AGB | 20% | 0–150% | 100% | Included in $552,000 | Cash, paid following year |
| 2023–2025 PSU | EPS | 70% | 0–150% | Not yet disclosed | N/A | Vests Jan 1 after FY2025 if earned |
| 2023–2025 PSU | ROE | 30% | 0–150% | Not yet disclosed | N/A | Vests Jan 1 after FY2025 if earned |
| 2024–2026 PSU | EPS | 70% | 0–150% | Not yet disclosed | N/A | Vests Jan 1 after FY2026 if earned |
| 2024–2026 PSU | ROE | 30% | 0–150% | Not yet disclosed | N/A | Vests Jan 1 after FY2026 if earned |
| Time-vested RSUs | Service | 100% | N/A | N/A | N/A | 3 equal annual installments (2023/2024 grants) |
Investment Implications
- Alignment and incentives: Significant unvested PSUs (23,109) and time-vested RSUs (24,977) align Foster with multi-year EPS/ROE and retention; anti-hedging/anti-pledging policies reduce misalignment risk .
- Upside/downside symmetry: STI paid 150% in 2024 on EBITDA outperformance, while PSU designs scale 0–150% on EPS/ROE—clear pay-for-performance leverage tied to fundamentals .
- Governance quality: Separation of Chair/CEO, fully independent committees, clawback policy, and double-trigger CIC terms are shareholder-friendly; Say-on-Pay support remains strong (88–91%) and 2025 SOP passed .
- Retention/CIC economics: Tier 1 CIC benefits could reach ~$5.13M including full equity acceleration based on 12/31/2024 valuations; outside CIC severance at ~$1.68M—appropriate scale for a smaller reporting company yet noteworthy in M&A sensitivity analyses .