John McCarthy
About John McCarthy
John McCarthy (age 61) has served on Climb Global Solutions’ Board since June 2019 and became Board Chair in January 2025. He was President & CEO of Mainline Information Systems from April 2009 to May 2022 and previously held executive roles at EMC, StorageApps, CNT, McData, and Virtual Iron. He holds a B.S. in Marketing from Providence College and currently serves on the Board of Trustees for Providence College and as a board member at Buchanan Technologies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mainline Information Systems | President & CEO | Apr 2009 – May 2022 | Led nationally recognized technology solutions provider |
| EMC; StorageApps; CNT; McData; Virtual Iron | Executive management roles | Various | Senior leadership across enterprise tech vendors |
| Nasuni Corporation | Director | Until Nov 2019 | Cloud storage; board service ended Nov 2019 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buchanan Technologies | Board Member | Current | Not disclosed |
| Providence College | Board of Trustees | Current | Not disclosed |
Board Governance
- Role: Board Chair; responsibilities include presiding over meetings and executive sessions, setting agendas, liaising between independent directors and management, and engaging with shareholders on request .
- Independence: Determined independent under NASDAQ listing standards; Board composition is 4 of 5 nominees independent (McCarthy, Bryant, Giovacchini, Gold) .
- Committees:
- Audit Committee member (Chair: Andy Bryant; Audit met 4 times in 2024; Risk & Security Committee disbanded March 2025 with risk oversight moved to Audit) .
- Compensation Committee member (Compensation Committee met once in 2024) .
- Not a member of Nominating & Corporate Governance Committee .
- Chair roles: Appointed Board Chair effective January 28, 2025; a January 29, 2025 press release stated he “currently serves as Chair of the Compensation Committee,” though the definitive proxy later lists Gerri Gold as Compensation Committee Chair as of the April 7, 2025 record date (indicating a transition) .
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Directors are encouraged to attend annual meetings, and all directors attended the prior annual meeting .
- Executive sessions: Independent directors meet at each Board meeting in executive session (not less than twice per year) .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 75,000 | 100,000 (grant-date fair value) | 175,000 |
- Structure: Non-employee directors received $15,000 per quarter ($60,000/year) and reimbursed expenses. Additional annual chair fees: Board Chair $40,000; Audit Chair $25,000; Risk & Security Chair (disbanded) $20,000; Nominating Chair $15,000; Compensation Chair $15,000 .
Performance Compensation
| Grant Date | Award Type | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Jun 18, 2024 | Restricted Stock | 1,774 | Vests at the earlier of the 2025 annual meeting (Jun 3, 2025) or one year from grant date | Included in 2024 director stock awards ($100,000) |
- Options/PSUs: The Company does not currently grant stock options as part of equity programs; no performance-based equity for directors disclosed .
- Hedging/pledging: Directors are prohibited from hedging or pledging Company stock .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Buchanan Technologies | Not disclosed as public | Board Member | No related-party transactions disclosed with CLMB |
| Providence College | Non-profit | Board of Trustees | None disclosed |
| Nasuni Corporation (prior) | Private | Director (until Nov 2019) | None disclosed |
- Related-party transactions: The Company disclosed sales to a customer where a family member of one executive had a minority ownership position; the minority ownership ended in 2024. No director-specific related transactions were identified, and transactions were on arm’s-length terms .
Expertise & Qualifications
- Industry: 30+ years in technology distribution, enterprise computing, and IT solutions, including CEO tenure at Mainline and senior roles at EMC and others .
- Governance: Board Chair; Audit and Compensation Committee service; risk oversight familiarity via Audit’s expanded charter post-March 2025 .
- Education: B.S. in Marketing, Providence College .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John McCarthy | 18,527 | <1% |
- Anti-hedging/pledging policy in place; director ownership guidelines not disclosed .
Insider Trades (Section 16)
| Date | Transaction | Shares | Price | Post-Transaction Holdings | Ownership Form |
|---|---|---|---|---|---|
| Jun 11, 2025 | Open-market purchase | 1,000 | $107.90 | 19,527 | Direct |
- Section 16 compliance: Company believes all filing requirements were met in 2024, except one late Form 4 by an executive (not McCarthy) .
Governance Assessment
- Strengths:
- Separation of Chair and CEO roles; clear delineation of Board oversight and management execution .
- Strong independence profile with fully independent Board committees; executive sessions without management .
- Expanded Audit Committee charter adds comprehensive risk oversight (cybersecurity, data privacy, ERM) following disbanding of Risk & Security Committee .
- Clawback policy compliant with SEC/NASDAQ; anti-hedging/anti-pledging improves alignment and mitigates risk .
- Watch items:
- Compensation Committee met only once in 2024, which may warrant monitoring for sufficiency of oversight cadence .
- Director ownership is <1%, typical for small-cap boards but lower “skin-in-the-game” vs executives; continued purchases (e.g., 1,000 shares in June 2025) modestly improve alignment .
- Signals:
- Board leadership transition to McCarthy as Chair in Jan 2025 and subsequent committee chair adjustments (press release vs proxy) suggest active succession planning and governance updates .
- Say-on-pay support remained high (88% in 2024; 91% in 2023), indicating constructive shareholder sentiment toward compensation practices .