Paul Pearlman
About Paul S. Pearlman
Independent director of Global Industrial Company since 2019; age 71. Currently a partner at Zeughauser Group, LLC (since March 2020); formerly Managing Partner of Kramer Levin Naftalis & Frankel LLP (Aug 2000–Dec 2019) and then Counsel, Managing Partner Emeritus until Jan 31, 2022. Education: St. John’s University School of Law (cum laude, 1978) and George Washington University (1975). Member of the Audit, Compensation, and Nominating/Corporate Governance Committees; designated an Audit Committee Financial Expert by the Board, and deemed independent under NYSE and SEC rules; attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kramer Levin Naftalis & Frankel LLP | Managing Partner | Aug 2000–Dec 2019 | Led a prominent international law firm; prior partner practicing in private equity and corporate restructuring |
| Kramer Levin Naftalis & Frankel LLP | Counsel, Managing Partner Emeritus | Until Jan 31, 2022 | Senior advisory capacity following managing partner tenure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zeughauser Group, LLC | Partner | Since Mar 2020 | Nationally prominent law firm/management consulting; legal and management advisory expertise |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating/Corporate Governance (member) .
- Audit Committee Financial Expert designation; Board determined independence (no material relationships) for Pearlman under NYSE/SEC rules .
- 2024 meetings: Board (12), Audit (13), Compensation (5), Nominating/Corporate Governance (4); Pearlman attended ≥75% of Board and committee meetings .
- Lead Independent Director: Robert D. Rosenthal; independent directors meet in executive session at least quarterly .
- Controlled company: >50% voting power held by the Leeds group; committees composed 100% of independent directors .
- Risk oversight: Audit Committee oversees cybersecurity and AI as recurring agenda items; Board conducts quarterly risk review .
Fixed Compensation
Director compensation structure and Pearlman’s FY2024 actuals:
| Component | Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 70,000 | Paid quarterly |
| Committee member retainer – Audit | 10,000 | Member fee |
| Committee member retainer – Compensation | 5,000 | Member fee |
| Committee member retainer – Nominating/Corporate Governance | 5,000 | Member fee |
| Fees Earned or Paid in Cash (Pearlman FY2024) | 90,000 | Sum of retainer + member fees |
| All Other Compensation (Pearlman FY2024) | 3,507 | Dividend equivalents on unvested RSUs |
Director equity grant mechanics:
- Annual time-based RSU grant: $50,000 divided by the average closing price over the 20 trading days preceding the annual meeting; generally forfeitable if not a director at the second annual meeting post-grant; restrictions lapse upon death, disability, or change of control; cash dividend equivalents paid while unvested .
Performance Compensation
Director equity is time-based; no disclosed performance metrics for director compensation:
| Metric | Applies to Director Pay? | Details |
|---|---|---|
| GAAP financial targets (e.g., revenue, AOI) | No | Director equity is time-based RSUs; no performance conditions for directors |
| ESG/strategic scorecards | No | Not part of director compensation program |
Stock awards (Pearlman FY2024):
| Component | Amount ($) | Notes |
|---|---|---|
| Stock Awards | 50,000 | Grant-date fair value under ASC 718 |
| Option Awards | 0 | No options granted to Pearlman in 2024 |
| Total Director Compensation | 143,507 | Cash + stock + other |
Other Directorships & Interlocks
- Other public company boards: None disclosed in Pearlman’s proxy biography .
- Compensation Committee interlocks: None; committee members (including Pearlman) had no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Legal, governance and leadership: Former managing partner of a major international law firm; expertise in private equity and corporate restructuring; management, financial and leadership skills cited by the Board .
- Financial oversight: Audit Committee Financial Expert designation; accounting/financial management expertise per NYSE rules .
- Education: St. John’s University School of Law (cum laude, 1978); George Washington University (1975) .
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Shares of Common Stock (beneficially owned) | 8,227 | As of record date; may include indirect holdings |
| RSUs vesting within 60 days | 2,041 | Included in beneficial ownership percent calculation |
| Stock options exercisable within 60 days | 0 | None reported |
| Percent of Common Stock | <1% | Asterisk indicates <1% |
| Unvested time-based RSUs outstanding (12/31/2024) | 3,475 | As of year-end |
Stock ownership guidelines and hedging/pledging:
- Non-management directors: ownership guideline equal to 1x base cash retainer; five-year phase-in; unvested RSUs do not count toward guideline .
- Anti-hedging/anti-pledging: Company does not have a policy restricting hedging/pledging transactions (Item 407(i)(1)) .
Governance Assessment
- Board effectiveness and independence: Pearlman serves on all three principal committees, is designated an Audit Committee Financial Expert, and was affirmed independent—supporting robust oversight of financial reporting, pay, and governance .
- Engagement: Attended ≥75% of Board/committee meetings; committees met regularly (Audit 13; Compensation 5; N/CGC 4), aligning with active oversight norms .
- Alignment and incentives: Modest personal share ownership (8,227 shares + 2,041 near-term vesting RSUs) and director RSUs ($50,000) confer skin-in-the-game; dividend equivalents are paid on unvested RSUs (acceptable for time-based director grants) .
- Potential red flags and mitigants: Controlled company structure reduces the need for a majority-independent board, but all committees are fully independent; absence of anti-hedging/pledging policy is a governance gap to monitor; Compensation Committee interlocks/related-party concerns not present for Pearlman; Say-on-Pay support was strong in 2024 (96.3%), indicating broad investor confidence in pay governance .