Jay Bothwick
About Jay Bothwick
Jay Bothwick, age 68, has served on CNXN’s Board since March 2022 and as Vice Chair and Corporate Secretary since August 2022. He is Chair of the Corporate Development Committee (CDC). Bothwick is a Managing Director at CrossHarbor Capital Partners (since August 2021) and previously spent almost 40 years in the corporate group at WilmerHale; he also served as outside legal counsel to CNXN for over 20 years, bringing deep governance, M&A, and SEC disclosure expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNXN | Director | Since Mar 2022 | Vice Chair (since Aug 2022), Corporate Secretary (since Aug 2022) |
| CNXN | Chair, Corporate Development Committee (CDC) | Since 2022 | Oversees strategic transactions; CDC did not meet in 2024 |
| WilmerHale (national law firm) | Corporate Group Attorney | ~40 years | Advised boards on governance, structuring, M&A, SEC disclosure; served as CNXN outside counsel for 20+ years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CrossHarbor Capital Partners LLC | Managing Director | Since Aug 2021 | Investment and asset management firm focused on commercial real estate |
Board Governance
- Independence: Board determined Bothwick is an independent director under Nasdaq Rule 5605(a)(2) .
- Board leadership: CNXN is a controlled company (~53.3% voting power held by Patricia Gallup) with no lead independent director and no standing nominating committee; vice chair role is held by Bothwick .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
| Governance Aspect | 2023 | 2024 |
|---|---|---|
| Board Meetings Held | Not disclosed in chunk | 6 |
| Audit Committee Meetings | 5 | 4 |
| Compensation Committee Meetings | 2 | 7 |
| Corporate Development Committee Meetings | 0 | 0 |
| Director Attendance Threshold | ≥75% (statement applies to each director) | ≥75%; all attended 2024 annual meeting |
| Independence Status (Bothwick) | Independent | Independent |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $75,000 | Payable quarterly |
| Independent director retainer | $20,000 | Payable quarterly |
| Vice Chair annual fee | $45,000 | Payable to Board Vice Chair |
| Audit Committee Chair | $10,000 | Annual; not applicable to Bothwick |
| Compensation Committee Chair | $5,000 | Annual; not applicable to Bothwick |
| CDC Chair per active quarter | $50,000 | Only when CDC actively engaged; CDC did not meet in 2024 |
| CDC Member per active quarter | $10,000 | Only when CDC actively engaged |
| Year | Fees Earned in Cash (Actual) | Stock Awards (Fair Value, ASC 718) | Total |
|---|---|---|---|
| 2023 | $140,000 | Not disclosed in chunk | Not disclosed in chunk |
| 2024 | $140,000 | $160,575 | $300,575 |
Performance Compensation
| Equity Type | Grant Size | Grant Date | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (2024 director grant) | 2,500 RSUs | Not disclosed | $160,575 (aggregate grant-date fair value) | Ratable over 4 years in equal annual installments; first vest on Mar 14, 2025 | Each RSU converts to one share upon vesting |
| Options | None | — | — | — | As of Mar 17, 2025, awards under the 2020 Plan have been RSUs (no options issued) |
No performance metrics are referenced for director equity grants; RSUs are time-based vesting awards .
Other Directorships & Interlocks
- The proxy biographies do not list any other public company board directorships for Mr. Bothwick; external role noted is CrossHarbor Capital Partners (MD) .
- Potential network tie: Longstanding outside counsel relationship with CNXN (20+ years) prior to joining the board; Board still deemed him independent .
Expertise & Qualifications
- 30+ years advising boards and senior management on governance, structuring, M&A, and SEC disclosure compliance; deep familiarity with CNXN’s business from outside counsel role .
- Current investment management experience (commercial real estate), adding transactional and capital markets perspective to CDC activities .
- Serves as Vice Chair and Secretary, reinforcing board process and corporate governance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Outstanding Stock Awards (as of Dec 31, 2024) |
|---|---|---|---|
| Jay Bothwick | 3,125 | <1% | 5,000 |
- Shares outstanding used by the company for percentage calculations: 25,874,511 (as of Mar 17, 2025) .
- Insider Trading Policy prohibits hedging and derivative transactions (short sales, options, collars, exchange funds, equity swaps), supporting ownership alignment and reducing misalignment risk .
Governance Assessment
- Strengths:
- Independent status despite prior outside counsel role; legal and M&A expertise is directly relevant to CDC leadership and disclosure oversight .
- Consistent engagement: Board met six times in 2024 with directors meeting the ≥75% attendance threshold; all directors attended the 2024 Annual Meeting .
- Compensation mix includes meaningful equity (time-vested RSUs), aligning director interests with shareholders; 2024 RSU grant of 2,500 with four-year vesting cadence .
- Watch items / potential red flags:
- Controlled company governance: no lead independent director and no standing nominating committee; concentrated control with the Chair (53.3% voting power) can limit independent board influence .
- CDC inactivity: CDC did not meet in 2024 (also 2023), suggesting limited recent strategic transaction engagement; however, fee structure incentivizes participation when active, which could be scrutinized if/when strategic processes resume .
- Ownership alignment: Beneficial ownership is <1% (3,125 shares); while RSUs add alignment over time, current direct ownership is modest relative to outstanding shares .
- Prior professional ties to CNXN (20+ years as outside counsel) may present perceived familiarity risk; the Board’s independence determination mitigates but investors may monitor related-party exposure disclosures and CDC oversight rigor .
Audit Committee and Compensation Committee responsibilities include review/approval of related person transactions and oversight of clawback policy, offering structural safeguards even under controlled company status .