Jack Ferguson

About Jack Ferguson

Jack Ferguson, age 86, is an independent director of PC Connection, Inc. (CNXN) who has served on the Board since May 2016; he chairs the Audit Committee and sits on the Compensation and Corporate Development Committees . He previously served as CNXN’s CFO (Dec 2005–Mar 2012), Executive Vice President (May 2007–Mar 2012) and Treasurer (Nov 1997–Mar 2012), and earlier was a Deloitte & Touche partner for 15+ years; the Board has determined he is independent and an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

No other public company directorships are disclosed in Ferguson’s CNXN biography .

Board Governance

• Committee assignments: Audit (Chair), Compensation (Member), Corporate Development (Member) .
• Audit committee financial expert: Ferguson is designated an SEC “audit committee financial expert” .
• Independence: Board determined Ferguson is independent under Nasdaq Rule 5605(a)(2); all committee members are independent .
• Meetings/attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
• 2024 committee activity: Audit met 4 times; Compensation met 7 times; Corporate Development Committee (CDC) did not meet .
• Leadership/structure: CNXN is a “Controlled Company” (~53.3% voting power held by Patricia Gallup) and has no Lead Independent Director; Board does not maintain a standing nominating committee (nomination handled by full Board) .

Committee Responsibilities Highlights

• Audit: Oversees auditor independence, financial reporting, ICFR, risk oversight, and reviews/approves related-person transactions; issued 2024 Audit Committee Report recommending inclusion of audited financials in the 10-K (signed by Ferguson as Chair) .
• Compensation: Oversees executive/director pay, equity plans, clawback policy, CEO succession and CD&A; Ferguson serves alongside the Chair (Duckett) .

Fixed Compensation

Notes:

• Standard director retainer $75,000; independent director retainer $20,000 (raised from $15,000 in 2022); Chair fees include Audit Chair $10,000 and other chair roles as specified; CDC pays incremental fees only in quarters when it is actively engaged (none in 2024) .

Performance Compensation

Director equity is time-based (no performance metrics); compensation metrics in 2024 applied to executives (net income $90.0M at 60% weight; SG&A as % of billings target 10.14% at 40%; multipliers 0.5–1.7; zero payout below thresholds), overseen by the Compensation Committee on which Ferguson serves .

Other Directorships & Interlocks

Expertise & Qualifications

• Former CFO, EVP, Treasurer of CNXN with ~20 years in senior finance roles at the company; prior Deloitte partner (>15 years) .
• Designated SEC “audit committee financial expert” and Audit Committee Chair .
• Board deems him independent and cites his deep financial and IT industry knowledge benefiting business development and financial oversight .

Equity Ownership

Policy:

• Insider Trading Policy prohibits hedging and derivative transactions (short sales, options, swaps, collars, exchange funds, etc.) by directors, officers, and employees, supporting alignment with shareholders .

Governance Assessment

• Strengths:

  • Financial oversight: Audit Chair and SEC “financial expert” with former CFO and Big 4 partner credentials; Audit Committee produced 2024 report and recommended inclusion of audited financials in 10-K .
  • Independence and engagement: Board determined Ferguson is independent; all committee members independent; each director met the ≥75% attendance threshold in 2024 .
  • Pay alignment features: Director equity is multi‑year, time‑vested RSUs; hedging/derivatives prohibited by policy .

• Watch items / potential investor sensitivities:

  • Controlled company and structure: CNXN is a “Controlled Company” (approx. 53.3% voting power) with no Lead Independent Director and no standing nominating committee, which can concentrate influence and limit traditional independent counterweights .
  • Related-party exposure: Significant, ongoing related‑party leases with entities controlled by the Chair/controlling stockholder; while the Audit Committee (chaired by Ferguson) is responsible for reviewing and approving related‑person transactions, the magnitude and persistence of these arrangements warrant sustained oversight focus .
  • Board refreshment optics: Ferguson’s longstanding prior executive history at CNXN and age (86) may draw investor attention to refreshment/succession planning, though the Board affirms his independence and qualifications .

• Compensation committee oversight signal:

  • The committee (Duckett Chair; Ferguson member) oversees executive pay design (including clawback) and engaged an independent consultant (Pearl Meyer) in 2023; metrics for 2024 executive cash awards emphasized profitability and cost leverage, indicating a cost/discipline focus during the year .

Say‑on‑pay context: The proxy notes majority approval at the 2022 annual meeting and includes a 2025 advisory vote (and frequency vote), reflecting continued shareholder input into pay practices overseen by the committee including Ferguson .

RED FLAGS (to monitor)

• Controlled Company status; absence of Lead Independent Director .
• Ongoing related‑party leases with the controlling stockholder’s entities (material recurring payments) .
• Lack of a standing nominating committee (full Board handles nominations) .