Gary Michel
About Gary S. Michel
Gary S. Michel, age 62, has served as an independent director of Global Industrial Company since 2024. He sits on the Audit Committee and the Compensation Committee, and the Board has designated him as an Audit Committee Financial Expert under SEC and NYSE standards. He holds a BS from Virginia Tech and an MBA from the University of Phoenix, and was selected for his extensive manufacturing/distribution experience and leadership skills .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JELD-WEN Holding, Inc. | President, CEO, Director; Board Chair | 2018–2022 (Chair 2021–2022) | Led global manufacturing; board leadership experience |
| Honeywell International, Inc. | President & CEO, Home and Building Technologies | 2017–2018 | Ran major strategic business group |
| Ingersoll Rand | SVP & President, Residential HVAC (33-year career) | Various; most recently SVP/President | Deep operational leadership in HVAC manufacturing |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed; proxy highlights “No Overboarded Directors” and indicates directors do not serve on other public boards . |
Board Governance
- Independence: Board determined Michel meets NYSE and SEC independence standards; he has no material relationships with the Company .
- Committees: Member, Audit (13 meetings in 2024) and Compensation (5 meetings in 2024), both 100% independent; Audit oversight includes cybersecurity and AI; Michel signed the Audit Committee Report .
- Attendance: The Board met 12 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
- Board structure: Controlled company (Leeds family >50% voting power); full board composition 8 members, 50% independent; Lead Independent Director is Robert D. Rosenthal with regular executive sessions .
| Governance Item | Detail |
|---|---|
| Audit Committee membership | Michel is a member; committee 100% independent; 13 meetings in 2024 |
| Compensation Committee membership | Michel is a member; committee 100% independent; 5 meetings in 2024 |
| Audit Committee Financial Expert | Board determined Michel qualifies as an audit committee financial expert |
| 2025 Director election vote (Michel) | For: 35,819,835; Withheld: 227,717; Broker non-votes: 940,189 |
| 2025 Say-on-Pay results | For: 35,854,078; Against: 185,923; Abstain: 7,551; Broker non-votes: 940,189 |
| 2024 Say-on-Pay context | Stockholders ~96.3% in favor at 2024 annual meeting |
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 70,000 | Paid quarterly |
| Committee member retainers | Audit: 10,000; Compensation: 5,000 | Paid quarterly |
| Committee chair retainers | Audit: 20,000; Compensation: 10,000; N/CGC: 10,000 | Chairs only; Michel is not a chair |
| Lead Independent Director retainer | 20,000 | Applies to Lead Independent Director (Rosenthal) |
| Director (2024) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Gary S. Michel | 85,000 | 50,000 | - | 717 | 135,717 |
Performance Compensation
| Component | Detail |
|---|---|
| Annual equity grant | Time-based RSUs valued at $50,000, granted after the annual meeting; shares determined by 20-day average price, rounded up |
| Vesting/Restrictions | Generally subject to forfeiture if not a director on date of second annual meeting following grant; lapses on death, disability, or change of control; cash dividend equivalents paid on unvested units |
| Unvested RSUs outstanding (12/31/2024) | 1,434 units for Michel |
| Options | None awarded to Michel in 2024 |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no relationships requiring Item 404 disclosure among Compensation Committee members (includes Michel) |
| Overboarding | Company states no overboarded directors; directors do not serve on other public company boards (Corporate Governance overview) |
| Controlled company status | Leeds family group controls >50% voting power; NYSE “controlled company” exemptions apply |
Expertise & Qualifications
- Extensive experience leading manufacturing and distribution businesses (JELD-WEN, Honeywell HBT; Ingersoll Rand HVAC) .
- Audit committee financial expert designation; management, financial and leadership skills cited for Board selection .
Equity Ownership
| Holder | Shares Owned | RSUs Vesting ≤60 Days | Options Exercisable ≤60 Days | % of Common Stock |
|---|---|---|---|---|
| Gary S. Michel | - | - | - | * (<1%) |
- Stock ownership guidelines: Non-management directors must hold stock equal to 1x the base cash retainer; five-year phase-in; unearned/unvested RSUs do not count toward compliance .
- Anti-hedging/anti-pledging: Company does not have a policy regarding employee hedging or pledging of Company securities .
Insider Trades
| Period | Form 4 Transactions (Michel) |
|---|---|
| 2024–2025 | Not disclosed in proxy/8-K materials reviewed; no transactions available in these documents . |
Governance Assessment
- Strengths:
- Independent director on two key committees with audit financial expert designation; active role evidenced by signing the Audit Committee Report .
- Board committees 100% independent; structured risk oversight including formal cybersecurity (since Feb 2023) and AI oversight (since Aug 2024) at the Audit Committee .
- Strong shareholder support: high vote counts for Michel’s election in 2025 and robust Say-on-Pay approvals (~96.3% in 2024; favorable 2025 vote tallies) .
- Risks/Red Flags:
- Controlled company environment with Leeds family control and related-party HQ lease ($1,166,216 paid in FY2024), heightening governance scrutiny; Michel is independent but operates within this structure .
- Absence of anti-hedging/anti-pledging policy could weaken alignment safeguards for directors and executives .
- Minimal disclosed personal share ownership for Michel as of April 10, 2025; while a five-year phase-in exists, compliance status with ownership guidelines is not disclosed .
- Board independence at 50% and attendance disclosure only at “≥75%” thresholds (no individual rates published), limiting visibility into engagement .
Implications: Michel’s operating pedigree and audit expertise support board effectiveness, particularly in audit oversight and compensation governance. However, the controlled-company context, related-party leasing, and lack of anti-pledging/hedging policy are notable governance risk factors that investors should monitor for potential conflicts and alignment concerns .