Gerri Gold
About Gerri Gold
Gerri Gold, 66, has served as an independent director of Climb Global Solutions, Inc. since June 2021. She is President & CEO of HPE Financial Services (a subsidiary of Hewlett Packard Enterprise), with prior senior roles at HPE Financial Services, Compaq and AT&T; she holds a BBA from the University of Michigan and an MBA from New York University . The Board has determined she is independent under NASDAQ listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HPE Financial Services (Hewlett Packard Enterprise) | President & CEO | Current | Senior leadership experience; business strategy in technology industry |
| HPE Financial Services | Senior Vice President & Chief Operating Officer | Since May 2018 (prior to current role) | Operational leadership; risk and execution oversight |
| HPE Financial Services | Vice President of Global Accounts, Sales, Marketing; Managing Director of Asset Management | Since 2015 (prior to SVP/COO) | Go-to-market and asset management expertise |
| Compaq; AT&T | Senior management positions | Not disclosed | Technology industry and telecom operating experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| HPE Financial Services (subsidiary of Hewlett Packard Enterprise, NYSE:HPE) | President & CEO | Yes (subsidiary of public company) | Active operating executive; no other public company directorships disclosed |
No other public company board seats or committee roles for Gold are disclosed in CLMB’s proxy .
Board Governance
- Committee assignments:
- Compensation Committee: Chair; met once in 2024; charter allows retention of independent compensation consultants .
- Nominating & Corporate Governance Committee: Board intends to appoint Gold to fill vacancies effective as of the June 3, 2025 Meeting .
- Audit Committee: Not a member; risk and security oversight consolidated into Audit in March 2025 .
- Independence and attendance:
- Independent under NASDAQ standards .
- Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the prior annual stockholder meeting .
- Board leadership structure and executive sessions:
- Separate Chair and CEO; all committees comprised entirely of independent directors; independent directors meet in executive session at each Board meeting (not less than twice per year) .
Fixed Compensation (Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 |
| Stock Awards ($) | $100,000 | $100,000 |
| Total ($) | $180,000 | $180,000 |
| Standard Board Cash Retainer | $15,000 per quarter (outside directors) | $15,000 per quarter (outside directors) |
| Chair Fees (structure) | Audit Chair $25k; Board Chair $40k; Risk & Security Chair $20k; Nominating Chair $15k; Compensation Chair $15k | Audit Chair $25k; Board Chair $40k; Risk & Security Chair (disbanded in 2025) $20k; Nominating Chair $15k; Compensation Chair $15k |
Performance Compensation
- Director equity awards are time-based restricted stock; no performance metrics disclosed for director grants .
- As Compensation Committee Chair, Gold oversees executive pay plans using explicit performance metrics:
| Executive PSU Metric | Weight | Payout Range | Notes |
|---|---|---|---|
| Earnings Per Share (EPS) | 70% | 0–150% | 2023–2025 performance cycle design |
| Return on Equity (ROE) | 30% | 0–150% | Settles within 30 days of vest date per plan |
Director Equity Grant Details
| Grant Date | Shares Granted | Vesting Schedule | Reported Fair Value |
|---|---|---|---|
| Aug 18, 2023 | 2,543 | Vests at earlier of Meeting or 1 year from grant | Included in $100,000 stock awards for 2023 |
| Jun 18, 2024 | 1,774 | Vests at earlier of Meeting or 1 year from grant | Included in $100,000 stock awards for 2024 |
Other Directorships & Interlocks
- No other public company directorships disclosed for Gold .
- Related-party transaction policy requires pre-approval by disinterested directors and market terms; the only disclosed related-party sales involved a customer with a family member of an executive (minority owner) and terminated in 2024; no Gold-specific related-party transactions disclosed .
Expertise & Qualifications
- Business strategy, technology industry, and senior leadership experience; current operating executive leading a financial services business inside HPE .
- Academic credentials: BBA (University of Michigan), MBA (NYU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | As-of Date |
|---|---|---|---|
| Gerri Gold | 9,522 | Less than 1% | Apr 7, 2025 (4,584,055 shares outstanding) |
- Hedging and pledging prohibitions apply to directors; short-selling and derivative hedging are not permitted .
- Section 16(a) compliance: No delinquent filings reported for Gold in 2024; the only late Form 4 noted related to a different officer (Bass) .
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote approved: For 2,537,552; Against 63,322; Abstain 8,945; broker non-votes 824,969; frequency vote favored annual (One Year 2,261,983) .
- Prior approvals: 88% favorable at 2024 meeting; 91% favorable at 2023 meeting .
2025 Director Election Vote
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Gerri Gold | 2,535,823 | 73,996 | 824,969 |
Governance Assessment
-
Strengths
- Independent director with deep operating experience in technology finance; chairs Compensation Committee and is slated to serve on Nominating & Corporate Governance, supporting board effectiveness and succession planning .
- Clear anti-hedging/anti-pledging and clawback policies; fully independent committees; regular executive sessions enhance oversight and investor confidence .
- Director compensation balanced between cash retainer and equity; modest chair fee structure; consistent year-over-year levels indicate disciplined pay governance .
- Strong shareholder support: high “for” votes in director election and say-on-pay; annual SOP frequency affirmed .
-
Watch items
- Committee load increase (Compensation Chair plus Nominating & Governance) post-2025 Meeting—monitor meeting cadence and engagement given operating executive responsibilities at HPE Financial Services .
- Audit Committee consolidation of enterprise risk oversight after disbanding Risk & Security Committee—ensure Compensation Committee maintains alignment of incentive metrics with evolving risk appetite (cyber, compliance) .
- No explicit director stock ownership guidelines disclosed; while anti-hedging and anti-pledging policies are strong, lack of formal director ownership policy limits skin-in-the-game visibility .
-
RED FLAGS
- None identified specific to Gold: no related-party transactions disclosed involving her; no pledging; no delinquent Section 16 filings reported for her in 2024 .