Robert Rosenthal
About Robert D. Rosenthal
Robert D. Rosenthal (age 76) is an independent director of Global Industrial Company (“GIC”) who has served on the Board since 1995 and has been the Lead Independent Director since October 2006 . He chairs the Nominating/Corporate Governance Committee and serves on the Audit, Compensation, and Executive Committees; he is designated an Audit Committee Financial Expert by the Board . Rosenthal is Chairman and CEO of First Long Island Investors LLC, which he co-founded in 1983, and is an attorney admitted to the New York State Bar; he holds a B.A. (Boston University, 1971) and J.D. (Hofstra Law, 1974) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Industrial Company | Independent Director | Director since 1995 | Lead Independent Director since Oct 2006; chairs Nominating/Corporate Governance; member Audit, Compensation, Executive; Audit Committee Financial Expert |
| First Long Island Investors LLC | Chairman & CEO; Co‑founder | Since 1983 | Leads a wealth management firm investing in numerous public companies |
| State of New York (Bar) | Attorney, NY Bar member | Not disclosed | Legal credentials highlighted in Board biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwell Health complex (hospitals/clinics/providers) | Director/Trustee on several entities | Not disclosed | GIC sells products to Northwell on an arm’s‑length basis without Rosenthal’s involvement; Board determined no material relationship and maintained his independence |
Board Governance
- Independence: Board affirmatively determined Rosenthal is independent under NYSE and SEC rules, after considering (i) investments by certain directors/executives through his firm (which receives fees) and (ii) his Northwell affiliations; both were deemed not material and did not vitiate independence .
- Roles: Lead Independent Director presides over executive sessions at least quarterly and coordinates independent director activities, agendas, information flow, and governance policy implementation .
- Committee service: Chair, Nominating/Corporate Governance; Member, Audit; Member, Compensation; Member, Executive Committee .
- Meeting cadence (2024): Board (12); Audit (13); Compensation (5); Nominating/Corporate Governance (4) . All directors attended at least 75% of their Board/committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Audit Committee formalized oversight of cybersecurity (Feb 2023) and artificial intelligence (Aug 2024); Board conducts recurring risk management reviews quarterly .
- Controlled company: GIC is majority‑controlled by the Leeds family group via a stockholders agreement; independent committees are 100% independent .
- Say‑on‑Pay and engagement: Annual Say‑on‑Pay adopted; ~96.3% approval in 2024; Board/management conduct ongoing investor outreach including engagement with Lead Independent Director .
Fixed Compensation (Director; FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Paid quarterly |
| Lead Independent Director retainer | $20,000 | Paid quarterly |
| Nominating/Corporate Governance Committee – Chair fee | $10,000 | Paid quarterly |
| Audit Committee – member fee | $10,000 | Paid quarterly |
| Compensation Committee – member fee | $5,000 | Paid quarterly |
| Total fees earned (cash) | $115,000 | Reported actual fees for Rosenthal in 2024 |
| All other compensation (dividend equivalents on unvested RSUs) | $3,507 | Paid on restricted stock units |
Performance Compensation (Director; FY2024 and outstanding)
| Instrument | Grant/Outstanding | Terms | Vesting/Notes |
|---|---|---|---|
| Annual time‑based Restricted Stock Units (RSUs) | $50,000 | Granted after annual meeting; shares determined by $50,000 divided by 20‑day average closing price; dividend equivalents paid; forfeitable if not a director at the second annual meeting post‑grant; restrictions lapse on death/disability/change of control | |
| Unvested RSUs outstanding (12/31/2024) | 3,475 units | As disclosed for Rosenthal | |
| Stock options outstanding | 10,000 | Currently exercisable or becoming exercisable within 60 days; strike/expiry not disclosed in proxy |
Other Directorships & Interlocks
- Public company boards: No current public company board service disclosed for Rosenthal in the proxy; the company notes no director serves on more than one other public company board in addition to GIC .
- Interlocks/Connections: Wealth management firm (First Long Island Investors LLC) invests in numerous public companies and receives fees; certain GIC directors/executives have invested funds with/through the firm. Board deemed relationships not material and independence maintained .
- Related‑party oversight: As Nominating/Corporate Governance Chair, Rosenthal’s committee oversees related‑party transactions (policy requires review/approval by GC, CFO, CEO, and N/CGC) . Notable related‑party lease: GIC HQ leased from an entity owned by Leeds family members; $1,166,216 lease payments in FY2024; approved under related‑party policy .
Expertise & Qualifications
- Audit/fiscal: Audit Committee Financial Expert; accounting/financial management expertise per Board determination .
- Legal: Attorney admitted in New York; legal acumen emphasized in biography .
- Investment/finance: Decades of investment management leadership (Chairman/CEO, First Long Island Investors); financial/investment experience cited for Board selection .
- Governance leadership: Longtime Lead Independent Director with defined responsibilities for agenda‑setting, information flow, executive sessions, and governance policy oversight .
Equity Ownership
| Security | Quantity | % of Shares Outstanding |
|---|---|---|
| Common shares beneficially owned | 78,038 | <1% (asterisk in proxy) |
| RSUs vesting within 60 days | 2,041 | Included in % calc methodology |
| Stock options currently exercisable or becoming exercisable within 60 days | 10,000 | Included in % calc methodology |
Stock ownership guidelines: Non‑management directors must hold stock equal to 1x base cash retainer with a five‑year phase‑in; unearned/unvested RSUs do not count toward compliance . Compliance status for individual directors is not disclosed .
Governance Assessment
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Strengths
- Independent leadership and oversight: Rosenthal’s long tenure as Lead Independent Director, plus chairing N/CGC and serving on Audit and Compensation, provides robust independent counterbalance to controlled company dynamics .
- Clear governance processes: Annual committee/Board self‑evaluations; regular executive sessions; formalized risk oversight of cybersecurity/AI under Audit Committee .
- Transparent director pay structure: Modest cash retainer and committee fees with standardized, time‑based RSU grants; dividend equivalents disclosed .
-
Potential conflicts/Red flags to monitor
- Controlled company status: Leeds family controls >50% of voting power via a stockholders agreement; independent oversight remains critical for minority shareholder protection .
- Related‑party nexus: Rosenthal’s wealth management firm receives fees from certain GIC directors/executives who invest with/through it; Board deemed immaterial, but perception risk exists (ongoing monitoring appropriate) .
- Corporate anti‑hedging/pledging gap: Company does not have a policy restricting hedging or pledging of company securities by employees (policy scope for directors not explicitly expanded); this is a governance weakness relative to best practice .
- Related‑party lease: HQ leased from Leeds family‑owned entity; material payments ($1,166,216 in FY2024) necessitate continued vigilance by N/CGC for arm’s‑length terms .
-
Director compensation alignment
- Mix and at‑risk elements: Equity grants are time‑based RSUs ($50,000 annually) with service‑based vesting tied to continued Board service for two annual meetings; options outstanding exist but detail limited. While equity is not performance‑based, ownership guidelines and RSU holdings still foster alignment .
- Attendance and engagement: All directors achieved at least 75% attendance in 2024; Rosenthal leads regular executive sessions, enhancing board effectiveness .
Overall, Rosenthal presents as a seasoned independent governance leader with strong financial/legal credentials and deep board engagement. Key monitoring areas for investors include the controlled company environment, his firm’s fee‑based relationships with certain insiders (currently deemed immaterial), and the company’s lack of a formal anti‑hedging/pledging policy relative to evolving governance standards .