Paul Giovacchini
About Paul Giovacchini
Independent director of Climb Global Solutions, Inc. since April 2025; age 68; A.B. in Economics from Stanford University and M.B.A. from Harvard University. Currently Lead Independent Director at TPI Composites (since May 2020) and formerly Chairman (2006–2020); serves as an independent consulting advisor to Advantage Capital (since Oct 2021) and Ares Management (since Jan 2023), and previously to Landmark Partners (2014–2023, Principal since 2005) . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPI Composites, Inc. | Chairman | Oct 2006–May 2020 | Led governance through public-company transformation |
| TPI Composites, Inc. | Lead Independent Director | May 2020–Present | Board leadership and oversight |
| Landmark Partners, Inc. | Principal; later Independent Consulting Advisor | Principal since 2005; Advisor Apr 2014–Jan 2023 | Managed/liquidated private equity investments |
| Ares Management LLC | Independent Consulting Advisor | Jan 2023–Present | Liquidating private equity investments |
| Advantage Capital Management Corporation | Independent Consulting Advisor | Oct 2021–Present | Executing/managing private equity and debt investments |
External Roles
| Organization | Position | Public/Private | Committees/Notes |
|---|---|---|---|
| TPI Composites, Inc. (NASDAQ:TPIC) | Lead Independent Director | Public | Former Chairman; board leadership |
| Advantage Capital | Independent Consulting Advisor | Private | Investment execution/advisory |
| Ares Management LLC | Independent Consulting Advisor | Public (Advisor role) | Liquidations of PE investments |
| Landmark Partners | Independent Consulting Advisor (prior Principal) | Private (acquired by Ares) | PE management/liquidation |
Board Governance
- Committee assignments: Audit Committee membership is planned—Board intends to appoint Giovacchini to the Audit Committee effective as of the 2025 Annual Meeting, after disbanding the Risk & Security Committee and migrating risk oversight to Audit .
- Independence: Board determined Giovacchini is independent; all committees are fully independent .
- Attendance: The Board met 10 times in 2024; all directors then serving attended ≥75% of meetings; Giovacchini joined in 2025 (attendance for 2024 not applicable) .
- Shareholder support: Elected June 3, 2025 with 2,571,526 votes for and 38,293 withheld; 824,969 broker non‑votes .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board retainer (cash) | $15,000 per quarter | Outside directors; reimbursed reasonable expenses |
| Chair fees | Board Chair $40,000; Audit Chair $25,000; Risk & Security Chair $20,000 (committee disbanded Mar 2025); Nominating Chair $15,000; Compensation Chair $15,000 | Risk & Security oversight moved to Audit in Mar 2025 |
| Equity grant (2024) | 1,774 restricted shares granted June 18, 2024; vests at earlier of 2025 Annual Meeting or one year from grant | Grant-date fair value shown as $100,000 for each outside director in 2024 director comp table |
| New director compensation | Will receive “standard compensation for non‑employee directors” | Standard plan per above; specifics for 2025 not otherwise itemized in filings |
Performance Compensation
| Metric | Target | Weighting | Applies to Director Pay? |
|---|---|---|---|
| None disclosed for directors | — | — | Director equity awards are time‑based (no performance criteria) |
Other Directorships & Interlocks
- Current public company board: TPI Composites, Lead Independent Director .
- Interlocks/conflicts: Company discloses Giovacchini has no direct or indirect material interest in any transaction requiring Item 404(a) disclosure at appointment .
- Related‑party policy: All related‑party transactions require disinterested Board pre‑approval and market‑rate terms; one executive’s family minority interest customer transactions (not tied to Giovacchini) totaled ~$0.7M in 2024 and ~$1.4M in 2023; minority interest terminated during 2024 .
Expertise & Qualifications
- Board leadership and governance (Chairman; Lead Independent Director at TPIC) .
- Private equity investment and portfolio management experience across Landmark, Ares, Advantage Capital .
- Risk oversight alignment with planned Audit Committee service; Board consolidated enterprise risk oversight into Audit in Mar 2025 .
- Education: Stanford (A.B. Economics); Harvard University (M.B.A.) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Paul Giovacchini | — (none listed) | <1% | April 7, 2025 (record date) |
Anti‑hedging and anti‑pledging policies apply to all directors; short‑selling and hedging/pledging are prohibited . Director stock ownership guidelines are not disclosed in the proxy; no pledging by Giovacchini disclosed .
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | None disclosed in filings to date specific to Giovacchini | — | — | Appointment 8‑K notes no Item 404(a) transactions; Section 16 delinquency note in 2024 mentions another executive (Bass) but not Giovacchini |
Governance Assessment
- Strengths: Independent status; planned Audit Committee appointment strengthens financial reporting and enterprise risk oversight; robust anti‑hedging/pledging and clawback policies; broad board leadership background at TPIC; strong shareholder support at election (2.57M “for”) .
- Alignment considerations: No reported beneficial ownership as of April 7, 2025; expect alignment to increase via standard director equity grants; monitor build‑up of ownership over first year .
- Conflicts/related‑party: None disclosed for Giovacchini; company policy requires pre‑approval and arm’s‑length terms for any related‑party transactions .
- Shareholder signals: Say‑on‑pay support historically strong (88% in 2024) and annual frequency re‑affirmed; 2025 meeting showed majority support for annual frequency and auditor ratification, indicating constructive governance environment .
RED FLAGS: None disclosed specific to Giovacchini. Watch for ownership build‑up to meet alignment expectations; verify Audit Committee appointment post‑meeting and engagement level through attendance and committee activity .