Bruce Leeds
About Bruce Leeds
Bruce Leeds is Vice Chairman of Global Industrial Company (GIC) and has served as a director since 1995; he joined the Company in 1977 and previously led International Operations until 2005. He is 69 and is not independent; he serves on the Executive Committee of the Board . GIC operates as a controlled company led by the Leeds family; the Leeds group holds more than 50% of voting power via family ownership and a stockholders agreement, which has governance implications for minority shareholders . Company performance context: Revenues grew from $1.17B in FY2022 to $1.32B in FY2024 (~6% 2‑yr CAGR)* while EBITDA decreased from ~$109.1M to ~$88.1M over the same period*; GIC’s TSR (fixed $100 from 12/31/2019) measured $127.05 by year-end 2024 vs S&P Retail peer index $187.17 . Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Global Industrial Company | Vice Chairman (Director) | 1995–present | Long-tenured executive leadership; strategic oversight; member, Executive Committee |
| Global Industrial Company | President, International Operations | Until 2005 | Led international expansion/operations |
| Global Industrial Company | Joined company | 1977 | Deep institutional knowledge and operating experience |
External Roles
- No external public company directorships or committee roles disclosed for Bruce Leeds in the proxy biographies .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 950,000 | – | 30,000 (auto allowance) | 980,000 |
| 2022 | 950,000 | – | 30,000 | 980,000 |
| 2021 | 950,000 | – | 30,000 | 980,000 |
- 2024 employment terms (set by Compensation Committee for the year): Richard, Bruce, and Robert Leeds each were at‑will, with base salary of $950,000 and not eligible for annual cash incentive or equity awards .
Performance Compensation
| Incentive Type | Eligibility | Metric weighting | Payout mechanics | Vesting |
|---|---|---|---|---|
| Annual bonus | Not eligible (Leeds family executives excluded) | n/a | n/a | n/a |
| Equity awards (RSUs/PSUs/options) | Not eligible (Leeds family executives excluded) | n/a | n/a | n/a |
Context: For NEOs generally (excluding Leeds family executives), annual non‑equity incentives are based 70% on GAAP metrics (Adjusted Operating Income and Net Sales), 15% on non‑financial operational metrics, and 15% on Individual Strategic Objectives, with a maximum total payout of 154% and PSUs tied to cumulative 3‑year Adjusted Operating Income; time‑based RSUs and options vest over four years .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Bruce Leeds (and affiliated entities) – 2025 | 12,827,966 | 33.44% | Includes 2,500,000 shares in Bruce Leeds 2024 GRAT; 9,944,429 shares in family trusts; plus stakes via Aspire Partners L.P. (139,800), Generation Partners L.P. (238,583), and 2nd Generation Partners LLC (1,414) |
| Bruce Leeds – 2024 | 12,833,806 | 33.61% | Includes Bruce Leeds Declaration of Trust (2,503,740) and family trusts (9,950,269), plus same affiliated LP/LLC interests |
Additional alignment and policy points:
- Stock ownership guidelines: CEO 3x salary; other executive officers 1x salary; non‑management directors 1x base retainer (5‑year phase-in). Unearned/unvested equity does not count . Given his 33%+ stake, Bruce far exceeds any guideline .
- Anti‑hedging/pledging: The Company does not have a policy restricting hedging or pledging by employees, a governance red flag; the proxy does not disclose any pledging by Bruce .
- Controlled company: As of FY2024, parties bound by the Leeds family stockholders agreement beneficially owned ~64.9% of shares; agreement includes voting commitments, transfer restrictions, and demand/piggyback registration rights. Drag-along rights exist for sales by majority holders, affecting minority liquidity dynamics .
Employment Terms
| Item | Terms |
|---|---|
| Employment agreement | None; at‑will (Richard, Bruce, Robert) |
| Base salary | $950,000 (2024 terms) |
| Bonus eligibility | Not eligible |
| Equity eligibility | Not eligible |
| Perquisites | Automobile allowance historically disclosed at $30,000/year |
| Severance / Change in Control | No specific agreement disclosed; Bruce not included in “Potential Payments Upon Termination or Change in Control” tables (limited to NEOs), implying no special multiples/accelerated vesting for him |
| Clawback policy | NYSE/Exchange Act 10D‑compliant recovery of excess incentive comp upon financial restatement |
| Hedging/pledging | No company policy restricting hedging/pledging |
Board Governance
- Status and service: Director since 1995; Vice Chairman; not independent; member, Executive Committee .
- Board structure: 8 directors (50% independent); all principal committees (Audit, Compensation, Nominating/Corporate Governance) are 100% independent; Executive Committee includes Richard B. Leeds, Bruce Leeds, Robert Leeds, and Robert D. Rosenthal .
- Lead Independent Director: Robert D. Rosenthal; non‑management directors meet in executive session at least quarterly .
- Meetings/attendance: The Board met 12 times in FY2024; all directors attended at least 75% of meetings of the Board/committees on which they served .
- Director compensation: No fees paid to directors who are employees; independent directors receive $70,000 cash retainer, $50,000 in RSUs, with additional chair/member retainers and $20,000 Lead Independent Director retainer. Employee directors like Bruce receive no separate board pay .
Director Compensation (Policy Reference)
| Element | Amount ($) |
|---|---|
| Annual cash retainer (independent directors) | 70,000 |
| Annual RSU grant (independent directors) | 50,000 (value; vests over ~two annual meetings) |
| Chair retainers: Audit / Comp / NCG | 20,000 / 10,000 / 10,000 |
| Committee member retainers: Audit / Comp / NCG | 10,000 / 5,000 / 5,000 |
| Lead Independent Director retainer | 20,000 |
| Directors who are employees (e.g., Bruce) | $0 board compensation (expenses reimbursed) |
Company Performance (for Compensation Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 1,166,100,000* | 1,274,300,000* | 1,315,900,000* |
| EBITDA ($) | 109,100,000* | 102,900,000* | 88,100,000* |
Values with asterisks retrieved from S&P Global.
Additional pay-versus-performance reference:
- Pay vs Performance table shows 2024 TSR index value $127.05 (Company) vs $187.17 (S&P Retail peer index); Net Income $61.0M; Adjusted Operating Income $80.5M .
Compensation Committee Analysis (Program Oversight)
- Compensation Committee: Chad M. Lindbloom (Chair), Gary S. Michel, Paul S. Pearlman, Robert D. Rosenthal; all independent; no interlocks .
- Independent consultant: Korn Ferry advises the Committee; independence affirmed .
- Peer group (comp benchmarking): Alta Equipment Group, Circor, 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; peer revenues ~0.5x–3x GIC .
- Say‑on‑pay approval: ~96.3% in 2024; ~94.5% in 2023, indicating strong shareholder support for pay design .
Related Party Transactions (Governance Red Flags to Monitor)
- Headquarters lease: Port Washington, NY HQ leased since 1988 from a Leeds family‑owned entity; triple‑net terms; FY2024 lease payments $1,166,216; reviewed and approved per related‑party policy .
- Stockholders agreement (Leeds family/affiliates): Voting commitments, sale restrictions, demand and piggyback registration rights; ~64.9% of shares bound as of FY2024; includes drag‑along rights which can affect minority holders in a sale scenario .
Risk Indicators & Red Flags
- Controlled company status with majority voting control by Leeds family, reducing certain NYSE independence requirements and concentrating decision power .
- No anti‑hedging/anti‑pledging policy, which is below best practice and could enable hedging/pledging misalignment; no specific pledging by Bruce disclosed .
- Related‑party HQ lease with Leeds family entity; ensure terms remain at arm’s length over time .
- Discretionary compensation example: one‑time $1,000,000 cash bonus to Richard B. Leeds for interim CEO service (Aug 2024–Feb 2025) demonstrates board willingness to use discretionary awards in exceptional circumstances .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~96.3% |
| 2023 | ~94.5% |
Equity Ownership & Alignment Details (Breakout)
- 2025 beneficial ownership components for Bruce include: 2,500,000 in 2024 GRAT; 9,944,429 in family trusts where he serves as trustee/co‑trustee; 3,740 in a trust for his benefit; LP/LLC stakes as noted above .
- No RSUs/options reported for Bruce (consistent with ineligibility for equity awards) .
Employment & Contracts (Retention Risk)
- At‑will status without a bespoke employment agreement; no guaranteed severance or change‑of‑control protections disclosed, which can both reduce cost to shareholders and increase potential executive turnover risk if market opportunities arise .
- Company‑wide clawback policy applies to incentive compensation (not applicable to Bruce given ineligibility for variable pay), effective upon any required accounting restatement .
Investment Implications
- Alignment: Bruce’s very large beneficial ownership (~33–34% of shares) strongly aligns him with equity value creation and dividends, and far exceeds ownership guidelines . However, controlled company status and a family stockholders agreement (with drag‑along rights) create governance and minority shareholder risk .
- Pay design: Fixed‑heavy compensation (salary + minimal perqs) and ineligibility for annual bonus/equity suggest limited direct pay‑for‑performance sensitivity for Bruce personally, but alignment is achieved via substantial ownership; absence of hedging/pledging policy is a governance gap to watch .
- Retention: Lack of a bespoke employment or severance agreement implies low contractual retention cost but potentially higher mobility risk; no accelerated vesting exposure since he has no equity awards .
- Trading signals/overhang: The Leeds family’s voting agreement restricts sales without majority consent, reducing near‑term selling pressure; conversely, drag‑along and registration rights could facilitate a liquidity event led by majority holders .
- Performance backdrop: Revenues have grown since FY2022 while EBITDA compressed; TSR since 2019 underperformed the S&P Retail peer index through 2024, underscoring a need for improved operating leverage and growth execution under current governance . Revenues FY2022–FY2024: $1.17B → $1.32B*; EBITDA: ~$109.1M → ~$88.1M* (S&P Global).
Values with asterisks retrieved from S&P Global.