Anesa Chaibi
About Anesa Chaibi
Anesa T. Chaibi, 58, was appointed Chief Executive Officer and a director of Global Industrial Company effective February 17, 2025; she holds a B.S. in Chemical Engineering from West Virginia University and an MBA from Duke University’s Fuqua School of Business . 2024 company performance context (pre-dating her tenure): Total Shareholder Return was 127.05 vs peer group 187.17, with Net Income of $61.0 million and Adjusted Operating Income of $80.5 million . She joined with over 30 years of operating and executive leadership experience across industrial B2B distribution and transformation roles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coalesce Capital Management | Operating Partner & Chief Transformation Officer | Apr 2023 – Feb 2025 | Led transformation initiatives in services-focused PE portfolio; deep B2B operational expertise |
| CoolSys, Inc. | Chief Executive Officer & Board Member | Oct 2021 – Feb 2023 | Led refrigeration/HVAC solutions provider; operational leadership in energy solutions |
| Warburg Pincus | Industry Advisor, Industrial & Business Services Group | Nov 2019 – Oct 2021 | Industry advisory on value creation and portfolio strategy |
| Optimas Solutions | Chief Executive Officer | Prior to Warburg Pincus (dates not specified) | Led global fastener distributor and services provider; execution in aftermarket supply chain |
| HD Supply Facilities Maintenance | President & CEO | Over a decade (dates not specified) | Scaled industrial distribution operations; long-tenured leadership in B2B channels |
| General Electric | Various managerial positions | Early career (dates not specified) | Foundational managerial experience in diversified industrials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Advanced Drainage Systems (NYSE: WMS) | Director | Jul 2020 – present | Current public company board service |
| Regal Rexnord (NYSE: RRX) | Director | Nov 2014 – Feb 2025 | Board service concluded Feb 2025 |
| Warburg Pincus Capital Corp 1-A (NYSE: WPCA) | Director | Mar 2021 – Mar 2023 | SPAC board experience |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Base Salary | $1,000,000 | Effective at commencement; subject to adjustment |
| Target Annual Bonus | 100% of base salary | Board discretion; capped at max 160% of base |
| Maximum Annual Bonus | 160% of base salary | Contingent on achievement of performance goals |
| Relocation Bonus | $500,000 (one-time cash) | Subject to certain repayment obligations |
| Annual Equity Grant (target ≥125% of base) | Options: 25% of base; RSUs (time-based): 50% of base; PSUs: 50% of base | Options and time-based RSUs vest ratably over 4 years; PSUs 3-year cliff vest |
| Sign-On Equity Grant | RSUs equivalent to $500,000 | Vests ratably over 4 years; next tranche vests on termination without Cause or resignation for Good Reason |
| Perquisites | Automobile and telephone allowance; benefits parity with senior executives | Standard executive benefits eligibility |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual (context) | Payout Mechanics | Vesting/Delivery |
|---|---|---|---|---|---|---|---|
| Adjusted Operating Income | 55% (company GAAP-based) | 50% of plan (65% minimum attainment used in 2024 under discretion) | 100% | 175% | 77% of plan | Linear interpolation; pool scales with over/under-achievement | Annual cash bonus determination |
| Net Sales Performance | 15% (company GAAP-based) | 50% | 100% | 175% | Not disclosed | Constant currency; adjusted for M&A | Annual cash bonus determination |
| Non-Financial Company Metrics (CX, Ops, Merchandising, HCM, Strategy) | 15% | 50% | 100% | 100% | Not disclosed | Binary or % completion; capped at 100% | Annual cash bonus determination |
| Individual Strategic Objectives | 15% | 40% | 100% | 110% | Not disclosed | Tailored to role; objective/subjective mix | Annual cash bonus determination |
| PSUs (Equity) | N/A (equity component) | N/A | N/A | N/A | N/A | Tied to cumulative Adjusted Operating Income over 3 years | Cliff vests at 3 years |
Notes:
- The CEO’s bonus goals are set by the Board; company’s NEO program provides current framework for metrics/weighting; exact 2025 CEO targets not disclosed .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Beneficial Ownership (as of Apr 10, 2025) | Listed with asterisk and no share counts; less than 1% of outstanding shares; no RSUs or options exercisable within 60 days disclosed for her entry |
| Shares Outstanding | 38,361,103 shares |
| Stock Ownership Guidelines | CEO required ownership = 3× base salary; five-year phase-in; unvested RSUs/PSUs do not count |
| Anti-Hedging/Pledging Policy | Company does not have a policy restricting hedging or pledging Company securities |
| Equity Plan Capacity | 489,383 securities outstanding at $28.32 WAEP; 6,767,717 remaining available (as of Dec 31, 2024) |
Implications:
- As a new CEO with less than 1% beneficial ownership at record date and a 3× salary guideline, near-term compliance likely relies on accumulating shares via grants and open-market purchases; anti-hedging/pledging absence is a red flag for alignment risk .
Employment Terms
| Term | Economics/Restrictions |
|---|---|
| Employment Agreement | Dated Feb 7, 2025; effective Feb 17, 2025; term continues until terminated; reports to Board; nominated for Board and included in proxy with “for” recommendation while serving as CEO |
| Severance (pre-relocation) | 1× base salary paid over up to 12 months upon termination without Cause or resignation for Good Reason, subject to release |
| Severance (post-relocation) | 2× base salary over up to 24 months; pro-rated target bonus for year of termination only if worked ≥6 months and company performance metrics ≥100%; earned but unpaid prior-year bonus; COBRA premiums until COBRA end or new coverage |
| Change-in-Control | Double-trigger: If terminated without Cause or resigns for Good Reason within 12 months post-CoC, all unvested options and unvested time-based RSUs immediately vest; vested options remain exercisable per terms (PSU acceleration not disclosed) |
| Non-Compete | During employment and for 24 months post-termination; broad competitive business definition across U.S./Canada; enumerates key competitors (e.g., Grainger, MSC, Fastenal, Uline, Amazon Business, HD Supply, etc.) |
| Non-Solicit | Employees: 24 months post-termination; customers/vendors: restricted during employment; additional confidentiality obligations |
| Clawback | NYSE/Exchange Act 10D-compliant recovery of incentive compensation upon accounting restatement |
| Indemnification | Standard form to be executed in connection with CEO appointment |
Board Governance
- Director since 2025; not appointed to any Board committees; no additional compensation for Board service while CEO; independence status: not independent (management) .
- Board composition: 8 members; 50% independent; committees (Audit, Compensation, Nominating/Corporate Governance) are 100% independent; Lead Independent Director: Robert D. Rosenthal; Executive Chairman: Richard B. Leeds .
- Control environment: Leeds family beneficially owned >50% of shares at record date and indicated voting in line with Board recommendations, effectively determining outcomes .
Director Compensation
| Role | Cash Retainer | Equity | Committee Chair | Committee Member | Lead Independent Director |
|---|---|---|---|---|---|
| Non-Management Director | $70,000 | $50,000 in annual time-based RSUs (post-AGM; 2-year service condition; dividend equivalents paid) | Audit: $20,000; Comp: $10,000; N/CGC: $10,000 | Audit: $10,000; Comp: $5,000; N/CGC: $5,000 | $20,000 |
| Employee Director (e.g., CEO) | No additional director compensation | N/A | N/A | N/A | N/A |
Non-management director actual 2024 totals ranged from $135,717 to $168,507 including dividend equivalents; options outstanding only for certain directors (e.g., Rosenthal) .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 (AGM) | 96.3% approval (35,605,371 For) | 450,567 | 8,969 | 895,788 |
| 2025 (AGM) | 35,854,078 For | 185,923 | 7,551 | 940,189 |
Company engages investors year-round and provides senior leadership access; adopted annual Say-on-Pay in 2023; strong endorsements in 2024 and 2025 for pay-for-performance alignment .
Compensation Peer Group
| Peer Set (Revised Feb 2023) | Revenue Screen |
|---|---|
| Alta Equipment Group; Circor International; Distribution Solutions Group; DXP Enterprises; H&E Equipment Services; Hillman Solutions; Kimball International; Lifetime Brands; MRC Global; MSC Industrial Direct; NN, Inc.; Now Inc.; Titan Machinery | $575M–$3B (≈0.5×–3× Company revenue) |
Independent consultant (Korn Ferry) engaged; committee determined independence and no conflicts .
Compensation Structure Analysis
- Significant equity-based, multi-year vesting mix (PSUs with 3-year cliff; options/RSUs over 4 years) aligns with long-term value creation; CEO target equity ≥125% of base salary indicates meaningful at-risk pay .
- 2023 program changes added time-based RSUs alongside PSUs/options and set PSU three-year cumulative Adjusted Operating Income metric; no dividends on unearned PSUs; minimum holding requirements introduced for officers/directors .
- Discretion used in 2024 to lower minimum attainment for adjusted operating income to 65% from 80% due to leadership transition; actual AOI achieved 77% of plan, indicating moderated but positive performance against budget .
- Red flags: absence of anti-hedging/pledging policy; double-trigger CoC acceleration for time-based RSUs/options may weaken retention in sale scenarios; substantial severance (2× salary post-relocation) adds fixed cost on exit .
Performance & Track Record
- Company PvP context pre-dating her tenure shows variability in TSR vs peer group and profitability metrics; 2024 TSR 127.05, Net Income $61.0mm, Adjusted Operating Income $80.5mm .
- Management and Board emphasize pay-for-performance with heavy weighting to Adjusted Operating Income and Net Sales; non-financial operational metrics include customer experience, operational excellence, merchandising, HCM, strategic initiatives .
- Press release highlights her B2B industrial distribution experience and transformation leadership as fit with Global Industrial’s entrepreneurial culture and go-to-market platform .
Employment Terms (Detailed Table)
| Provision | Detail |
|---|---|
| Eligibility for Annual Equity | Options (25% of base), time-based RSUs (50%), PSUs (50%); target equity ≥125% of base; options/RSUs 4-year ratable vest; PSUs 3-year cliff |
| Sign-On RSU | $500,000 equivalent; vests ratably over 4 years; next immediate tranche vests on termination without Cause/for Good Reason |
| CoC Vesting | Within 12 months post-CoC and termination without Cause/for Good Reason: immediate vest of all unvested options and time-based RSUs; vested options exercisable per terms (PSUs not specified) |
| Non-Compete/Non-Solicit | 24-month post-termination non-compete; employee non-solicit 24 months; customer/vendor restrictions during employment; broad competitive definition includes major distribution peers |
| Clawback/Indemnification | 10D/NYSE-compliant clawback; standard indemnification agreement to be entered |
| Benefits | Auto and telephone allowance; standard executive benefits; COBRA premium coverage upon eligible termination |
Board Governance (Role & Independence)
| Item | Detail |
|---|---|
| Board Role | Director since 2025; no committee memberships; no additional Board compensation |
| Independence | Management director (non-independent) |
| Lead Independent Director | Robert D. Rosenthal |
| Board/Committees | Full Board 8 members (50% independent); Audit/Comp/Nominating committees 100% independent |
| Control Considerations | Leeds family beneficial ownership >50%; indicated voting per Board recommendations, determining vote outcomes |
Equity Ownership Mechanics & Vesting Pressure
- Four-year ratable vesting on options and time-based RSUs creates regular vesting events that can result in periodic supply overhang; PSUs cliff at three years, aligning incentives to multi-year AOI targets .
- Absence of anti-hedging/pledging policy increases risk of misalignment if such strategies are used; no evidence disclosed of pledging by CEO, but lack of policy is a governance gap .
Investment Implications
- Alignment: High at-risk equity mix and three-year PSU structure are positive; CEO stock ownership guideline of 3× salary with five-year phase-in provides a path to alignment, but near-term ownership is minimal (<1%), and absence of anti-hedging/pledging policy is a material governance risk .
- Retention & CoC: Two-tier severance (1× pre-relocation; 2× post-relocation) and double-trigger CoC acceleration for time-based equity balance retention with market norms; sign-on RSU tranche protection on certain terminations modestly reduces forfeiture risk .
- Pay-for-Performance: Bonus program heavily weights adjusted operating income and net sales, consistent with distribution business value drivers; 2024 discretionary threshold adjustment due to leadership transition suggests flexibility in adverse conditions—watch for 2025 target setting under new CEO .
- Governance: Management director status and a controlling shareholder bloc (>50%) can dampen external influence on compensation/governance outcomes; presence of a Lead Independent Director and fully independent committees helps mitigate but does not eliminate concentration risks .
- Trading Signals: Anticipate regular vesting events from four-year RSU/options schedules beginning from 2025 grants; monitor Form 4 filings for potential selling pressure cadence and compliance with ownership guideline progression over the five-year phase-in .