David Beffa-Negrini
About David Beffa‑Negrini
David Beffa‑Negrini, age 71, is an independent director of CNXN who has served on the Board since September 1994. He is a member of the Audit Committee. He previously held senior management roles at CNXN, including Vice President of Corporate Communications (2000–2007) and Co‑President of former subsidiary Merrimack Services (Sep 2005–Feb 2007); he retired from the company in 2008 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PC Connection, Inc. (CNXN) | Director | Since Sep 1994 | Long‑tenured board member; currently on Audit Committee |
| PC Connection, Inc. | Vice President, Corporate Communications | Jun 2000 – Feb 2007 | Senior management experience in communications and organizational development |
| Merrimack Services (CNXN former subsidiary) | Co‑President | Sep 2005 – Feb 2007 | Leadership of subsidiary operations |
| PC Connection, Inc. | Retired from company | 2008 | Transitioned to external business and investment pursuits |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | Proxy notes he pursued other business and investment opportunities post‑retirement; no public company directorships disclosed for him |
Board Governance
- Independence: The Board determined Beffa‑Negrini is independent under Nasdaq Rule 5605(a)(2) .
- Committees: Audit Committee member; Audit Committee met four times in 2024. The committee recommended inclusion of audited financial statements in the 2024 Form 10‑K and affirmed auditor independence (signed by Chair Jack Ferguson, Barbara Duckett, and David Beffa‑Negrini) .
- Attendance: Board met six times in 2024; each director attended at least 75% of the aggregate Board and committee meetings. All directors attended the 2024 annual meeting .
- Leadership structure: No Lead Independent Director due to controlled company status. Board Chair and Chief Administrative Officer roles held by Patricia Gallup; Vice Chair role held by Jay Bothwick .
- Controlled company signals: Patricia Gallup beneficially owns 13,782,533 shares (53.3% of outstanding) as of March 17, 2025 .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Cash fees | $95,000 | Includes annual Board retainer and independent director retainer, plus committee participation fees as applicable |
| Stock awards (RSUs) | $160,575 (grant date fair value) | Each director received 2,500 RSUs in 2024, vesting ratably over four years; first vesting on Mar 14, 2025 |
| Total | $255,575 | Cash ≈ 37.2%, Equity ≈ 62.8% (mix derived from amounts) |
- Director fee schedule: Annual Board retainer $75,000; independent director retainer $20,000. Chair fees: Board Chair $35,000; Vice Chair $45,000; Audit Chair $10,000; Compensation Chair $5,000; sub‑committee Chair $5,000. CDC fees when active: Chair $50,000 per quarter; members $10,000 per quarter .
Performance Compensation
| Performance‑linked elements for directors | Details |
|---|---|
| None disclosed | Director RSUs vest based on time, not performance; no performance metrics tied to director pay disclosed |
Note: Executive performance metrics (net income and SG&A leverage) apply to named executive officers, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current) | None disclosed for Beffa‑Negrini in the proxy |
| Private/non‑profit boards | Not disclosed |
| Interlocks/overlaps | None disclosed |
Expertise & Qualifications
- More than 35 years of experience in the IT industry, including senior leadership and communications roles within CNXN, providing insight into organizational development and industry dynamics .
- Long‑tenured governance experience at CNXN with Audit Committee service; Board determined independence .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 62,375 | Mar 17, 2025 |
| Ownership % of outstanding | <1% (“*” per proxy) | Mar 17, 2025 |
| Outstanding stock awards (RSUs) | 5,250 units | Dec 31, 2024 |
| Hedging/derivatives policy | Prohibits short sales, options/derivatives, and hedging transactions for directors | |
| Pledging | Not specifically disclosed; no pledging practices stated in proxy |
Insider Trades and Compliance
| Item | Details |
|---|---|
| Section 16(a) compliance | Two reports, each covering a single disposition by gift, were filed late by David Beffa‑Negrini for FY 2024 |
Related‑Party Transactions (Context)
- Significant related‑party leases with entities controlled by Patricia Gallup (G&H and G&H Post) for CNXN facilities; Audit Committee reviews and approves related person transactions per policy. While not involving Beffa‑Negrini personally, these arrangements are overseen by the Audit Committee on which he serves .
Governance Assessment
-
Positives:
- Independent director with deep historical knowledge of CNXN and IT sector; active Audit Committee member with documented engagement (auditor independence, 10‑K recommendation) .
- Solid attendance signal (≥75% of Board and committee meetings) and participation at annual meeting .
- Equity alignment via annual director RSUs (time‑vested), plus personal beneficial ownership of 62,375 shares .
-
Watch items / RED FLAGS:
- Controlled company without Lead Independent Director; potential dampening of independent board oversight .
- Two late Section 16(a) filings (gifts) indicate minor compliance slippage; worth monitoring for recurrence .
- Ongoing related‑party leases with entities controlled by the Chair (Patricia Gallup) require robust Audit Committee oversight to mitigate conflict risk; Beffa‑Negrini’s committee role places responsibility for review/approval .
-
Compensation mix:
- Director pay leans equity‑heavy (~63% equity via RSUs), which generally supports alignment, but absence of performance conditions means alignment is time‑based rather than performance‑linked .
-
Overall:
- Beffa‑Negrini’s independence, Audit Committee participation, and attendance support board effectiveness. Controlled company dynamics and related‑party exposure elevate governance risk; ongoing committee rigor and transparency are key to sustaining investor confidence .