Barbara Duckett
About Barbara Duckett
Barbara Duckett, age 80, has served as an independent director of PC Connection, Inc. (CNXN) since June 2009. She currently chairs the Compensation Committee and serves on the Audit and Corporate Development Committees; her background includes executive leadership across healthcare organizations, providing sector expertise relevant to CNXN’s customer base . The Board has determined she is independent under Nasdaq rules and that she qualifies as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Healthcare, Hospice and Community Services | President, CEO, and Director | 2000–2013 | Led multi-organization healthcare operations; brings healthcare sector insight to CNXN |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cheshire Medical Center | Director; Chair, Professional Affairs Committee | Since 2021 | Clinical oversight and governance leadership |
| Monadnock Community Hospital | Director (prior) | — | Non-profit hospital governance experience |
Board Governance
- Independence and roles: Independent director; Chair of Compensation; member of Audit and Corporate Development Committees; designated audit committee financial expert .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Committee activity (2024): Audit met 4 times; Compensation met 7 times; Corporate Development Committee (CDC) did not meet .
- Leadership structure and controlled status: CNXN is a “Controlled Company” (approx. 53.3% voting control by Patricia Gallup). The Board has no lead independent director and performs director nominations as a full Board (no nominating committee) .
- Clawback/insider trading policies: Compensation Committee oversees the clawback policy; the Insider Trading Policy prohibits short sales, derivatives, and hedging instruments (e.g., collars, exchange funds) for directors .
Fixed Compensation
Director pay structure (2024 policy):
| Component | Amount (USD) |
|---|---|
| Board annual retainer | $75,000 |
| Independent director retainer | $20,000 |
| Board Chair fee | $35,000 |
| Board Vice-Chair fee | $45,000 |
| Audit Committee Chair fee | $10,000 |
| Compensation Committee Chair fee | $5,000 |
| Sub-committee Chair fee | $5,000 |
| CDC fees when active (per quarter): Chair | $50,000 |
| CDC fees when active (per quarter): Member | $10,000 |
Barbara Duckett – Director compensation by year:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | $100,000 |
| Stock Awards (grant-date fair value) | — | $160,575 |
| Total | — | $260,575 |
Notes: 2023 disclosure presents only cash fees; 2024 includes time-based RSUs valued at grant under ASC 718 .
Performance Compensation
- Equity type and grant: Each non-employee director received 2,500 RSUs in 2024, vesting ratably over four years in equal annual installments; first vest date March 14, 2025. Each RSU converts into one share upon vesting .
- Equity form usage: As of March 17, 2025, the company has not issued non-RSU awards under the 2020 Stock Incentive Plan; director awards have been RSU-only .
- Performance metrics: Director equity is time-based; no performance-conditioned metrics are disclosed for director grants .
RSU grant details (Barbara Duckett):
| Grant Year | Instrument | Shares Granted | Vesting Schedule | Grant-Date Fair Value |
|---|---|---|---|---|
| 2024 | RSUs | 2,500 | 25% annually; first vest 03/14/2025 | $160,575 |
Other Directorships & Interlocks
- Other public company boards: Proxy biography lists non-profit healthcare boards; no other public company directorships are disclosed for Ms. Duckett .
- Compensation Committee Interlocks: The Compensation Committee (Duckett, Chair; Ferguson) reported no interlocks or related person transactions requiring disclosure for 2024 .
Expertise & Qualifications
- Sector expertise: Significant executive management and board-level experience in healthcare, a growth sector CNXN serves .
- Financial oversight: Audit committee financial expert designation; participation in Audit Committee oversight of auditors, controls, and related-party reviews .
- Compensation governance: Chairs Compensation Committee; oversees cash/equity incentive plans, clawback policy, succession planning, and CD&A review .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Barbara Duckett | 15,252 | <1% | As of March 17, 2025; “* Less than 1% of outstanding shares” |
| Aggregate outstanding stock awards (non-employee director) | 5,250 | — | As of Dec 31, 2024; aggregate outstanding for Ms. Duckett |
Reference basis: 25,874,511 shares outstanding as of March 17, 2025 .
Say-on-Pay & Shareholder Feedback (2025 Meeting Results)
| Proposal | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Advisory vote on executive compensation (Say-on-Pay) | 23,357,253 | 892,998 | 25,654 | 520,609 |
| Say-on-Pay frequency | 1-Year: 8,387,264 | 2-Years: 2,579 | 3-Years: 15,864,220 | Abstain: 21,842; Broker Non-Vote: 520,609 |
Potential Conflicts & Related-Party Exposure (Context)
- Controlled company structure: Approximately 53.3% voting control by Patricia Gallup; no lead independent director; no standing nominating committee, with board handling director selection .
- Related-party leases (founder-affiliated entities): The company leases multiple facilities from entities owned by Patricia Gallup and the Estate of David McLellan Hall; 2024 rent to G&H Post for headquarters was $1,253,208, plus taxes/insurance/CAM totaling $168,054; other sites monthly rents of $500, $1,344, and $11,773 (2024 rent expense $163,404) .
- Duckett-specific related-party review: Compensation Committee Interlocks disclosure indicates Ms. Duckett had no relationships requiring related-person disclosure in 2024 .
- Hedging controls: Insider Trading Policy prohibits short sales, options/derivatives, and hedging transactions by directors, aligning with investor-preferred practices .
Governance Assessment
Positives
- Independence and expertise: Independent director with “audit committee financial expert” designation; chairs Compensation Committee; active committee cadence (7 Compensation meetings; Board and Audit active) signaling engagement .
- Pay alignment improvements: Introduction of time-based RSU grants to directors in 2024 increases equity exposure; Duckett’s mix moved from all-cash in 2023 to cash plus RSUs in 2024 ($100,000 cash; $160,575 RSU grant-date value) .
- Risk controls: Formal clawback oversight by Compensation Committee; hedging prohibition for directors .
- Shareholder feedback: Strong support on Say-on-Pay in 2025 by vote count; equity plan and ESPP share increases also approved .
Watch items / potential red flags
- Controlled company and leadership structure: No lead independent director and no nominating committee; concentrated control may limit minority shareholder influence; requires robust independent director vigilance .
- Related-party real estate transactions (founder-affiliated): Ongoing material leases with entities controlled by the Chair/founder create inherent conflict risk, even if reviewed by independent directors; continued transparency and audit committee oversight remain important .
- CDC inactivity: The Corporate Development Committee did not meet in 2024 despite fee provisions for active quarters; alignment between mandate, activity levels, and fee structure should be monitored .
Overall view
- Duckett brings relevant healthcare operating and governance experience, deep committee leadership, and financial oversight credentials. Equity ownership (beneficial holdings plus RSUs) supports alignment, though absolute ownership remains small (<1%), typical for non-employee directors at small-mid caps. The controlled status and founder-related leases are structural governance risks that elevate the importance of independent committee oversight where Duckett plays a central role .