Gary Kinyon
About Gary Kinyon
Gary Kinyon, age 70, has served as an independent director of PC Connection, Inc. (CNXN) since May 2021. He is a partner at Bradley & Faulkner, P.C. (since 1983) and holds community banking governance roles as a Corporator/Director of the Savings Bank of Walpole (since 2010) and Corporator/Trustee of New Hampshire Mutual Bancorp (since 2018). The Board has affirmatively determined he is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bradley & Faulkner, P.C. | Partner (general practice law) | 1983–present | Specializes in business formation, reorganization, banking, transactions, financing, contracts, and real estate; brings legal/commercial expertise relevant to CNXN’s stakeholders. |
| PC Connection, Inc. | Director | May 2021–present | Independent director; not disclosed as serving on Audit, Compensation, or Corporate Development Committees in 2024. |
| Savings Bank of Walpole | Corporator and Director | 2010–present | Community banking governance experience; oversight role. |
| New Hampshire Mutual Bancorp | Corporator and Trustee | 2018–present | Multi-bank holding governance experience. |
External Roles
| Organization | Role | Tenure | Governance Notes |
|---|---|---|---|
| Savings Bank of Walpole | Corporator and Director | Since 2010 | Banking governance; no related-person transactions with CNXN disclosed. |
| New Hampshire Mutual Bancorp | Corporator and Trustee | Since 2018 | Banking governance; no CNXN interlocks disclosed. |
Board Governance
- Independence: The Board determined that Messrs. Ferguson, Beffa‑Negrini, Kinyon, Bothwick, and Ms. Duckett are independent under Nasdaq Rule 5605(a)(2).
- Committees: 2024 committee memberships were Audit (Chair: Ferguson; Members: Duckett, Beffa‑Negrini), Compensation (Chair: Duckett; Member: Ferguson), Corporate Development Committee “CDC” (Chair: Bothwick; Members: Duckett, Ferguson). Kinyon was not listed on any standing committee.
- Board Activity/Attendance: Board met six times in 2024; each director attended at least 75% of Board and committee meetings of which they were a member; all current directors attended the 2024 Annual Meeting.
- Leadership/Structure: CNXN is a “Controlled Company” (Chair Patricia Gallup beneficially owns ~53.3% of voting stock) and does not have a Lead Independent Director; roles of Chair and CEO are separated.
- Insider Trading Policy: Prohibits short sales, derivatives (puts/calls), and hedging transactions (e.g., prepaid variable forwards, swaps, collars, exchange funds).
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned in Cash (Director-level total) | $95,000 |
| Annual Board Retainer (policy) | $75,000 (cash, payable quarterly) |
| Independent Director Retainer (policy) | $20,000 (cash, payable quarterly) |
| Chair Fees (policy) | Board Chair $35,000; Vice-Chair $45,000; Audit Chair $10,000; Compensation Chair $5,000; Sub-committee Chair $5,000 |
| CDC Special Fees (when active) | CDC Chair $50,000/quarter; Members $10,000/quarter (multiple meetings in quarter) |
Cash fees vary by committee participation; Kinyon’s 2024 cash total reflects his role without chair premiums and no CDC activity in 2024.
Performance Compensation
| Equity Component | FY 2024 |
|---|---|
| Stock Awards (ASC 718 grant-date fair value) | $160,575 |
| RSU Grant (2024) | 2,500 RSUs (each RSU = 1 share) |
| Vesting Schedule (2024 grant) | 4-year ratable vest in equal annual installments; first vest on March 14, 2025 |
| Outstanding Stock Awards (as of 12/31/2024) | 3,750 RSUs |
| Shares Underlying RSU Awards Granted (cumulative, plan disclosure) | 10,000 shares (director-specific line item) |
Compensation Committee oversees/administers incentive plans and the clawback policy; also reviews director compensation.
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Savings Bank of Walpole | Not disclosed | Corporator/Director | No CNXN related-person transactions disclosed involving Kinyon. |
| New Hampshire Mutual Bancorp | Not disclosed | Corporator/Trustee | No CNXN related-person transactions disclosed involving Kinyon. |
No public company directorships for Kinyon were disclosed.
Expertise & Qualifications
- Legal/commercial expertise: Long-standing partner in general practice law focused on business formation/reorg, banking, transactions, financing, contracts, real estate—relevant to CNXN’s operations and stakeholders.
- Board rationale: Board cites his legal and transactional background as beneficial to support business needs of CNXN’s customers, employees, and stakeholders.
Equity Ownership
| Metric | As of Record Date |
|---|---|
| Beneficial Ownership (shares) | 4,375 (March 17, 2025) |
| Ownership % of Outstanding | <1% |
| Outstanding Stock Awards (RSUs) | 3,750 (as of 12/31/2024) |
| RSU Hedging/Pledging Policy | Hedging and derivatives prohibited under Insider Trading Policy; short sales/puts/calls/hedging instruments disallowed. |
Governance Assessment
- Independence and engagement: Kinyon is independent and met attendance thresholds; his external banking governance roles add financial oversight perspective.
- Committee exposure: Not serving on Audit/Compensation/CDC in 2024 limits direct involvement in key oversight areas; nonetheless, equity grants and cash fees align with non-chair status.
- Alignment: Annual RSU grants vest over four years, promoting longer-term alignment; outstanding RSUs and modest share ownership (<1%) indicate some skin-in-the-game but room for greater direct holdings.
- Controlled company context: Absence of a Lead Independent Director and significant related-party transactions with the Chair’s affiliates (e.g., facility lease and services) elevate governance risk, though the Audit Committee oversees related-person transaction reviews.
- Policy safeguards: Insider Trading Policy prohibits hedging and derivatives; Compensation Committee oversees clawback policy, mitigating some alignment risks.
RED FLAGS
- Controlled company status with 53.3% beneficial ownership by Board Chair; no Lead Independent Director.
- Ongoing related-party transactions with Chair’s affiliates (lease and services), despite Audit Committee oversight.
- Kinyon not on key oversight committees (Audit/Compensation/CDC) in 2024—reduces his direct role in risk, financial reporting, and pay governance.
Neutral/Positive Signals
- Independent status affirmed; attendance thresholds met; all directors attended 2024 Annual Meeting.
- Multi-year RSU vesting supports long-term orientation; hedging prohibitions strengthen alignment.