Thomas Clark
About Thomas Clark
Thomas Clark is Senior Vice President and Chief Financial Officer of Global Industrial Company (GIC). He was appointed Vice President and CFO in October 2016 and originally joined the company in 2007; prior roles included Controller of the Industrial Products Group, Director of Finance, and Manager of Financial Planning & Analysis. He holds a BA and MBA from the University of Miami and is age 43; he has been an executive officer since 2016 . Company-level performance context over his tenure shows five-year trends in Total Shareholder Return (TSR), Net Income, and Adjusted Operating Income used in pay-versus-performance disclosures .
Company Performance Context (PvP metrics)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Global Industrial TSR (Value of $100) | 162.81 | 193.48 | 113.95 | 193.31 | 127.05 |
| Peer Group TSR (Value of $100) | 141.94 | 202.44 | 138.39 | 157.48 | 187.17 |
| Net Income ($mm) | 65.4 | 103.3 | 78.8 | 70.7 | 61.0 |
| Adjusted Operating Income ($mm) | 84.1 | 88.0 | 105.2 | 96.5 | 80.5 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Industrial Company | Controller, Industrial Products Group; Director of Finance; Manager, FP&A | Not disclosed | Senior financial leadership across controllership, planning, and analysis |
External Roles
No external public company board roles or outside executive positions are disclosed for Thomas Clark in the proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 518,200 | 536,400 | 555,124 |
| Bonus ($) | – | – | – |
| Non-Equity Incentive Compensation ($) | 253,755 | 166,457 | 175,211 |
| Target Bonus % (policy for NEOs) | 50% of base salary | 50% of base salary | 50% of base salary |
| Cap on Non-Equity Incentive (%) | 154% | 154% | 154% (adjusted threshold applied in 2024) |
Performance Compensation
2024 Senior Executive Compensation Plan – Scorecard and Payout (Thomas Clark)
| Metric | Weight (%) | Target/Payout Mechanics | Actual (% or Payout Ratio) | Resulting Payout Contribution |
|---|---|---|---|---|
| Adjusted Operating Income | 55 | Threshold 50% payout at 65% AOI for 2024; 100% at target; 175% at max | Actual AOI 77%; Payout ratio 42.5% | Weighted into total payout |
| Net Sales Performance | 15 | Threshold 50%; 100% at target; 175% at max | Actual Net Sales 90%; Payout ratio 75% | Weighted into total payout |
| Customer Scorecard | 3 | Binary/percent completion; max 100% | 93% | Weighted into total payout |
| Operational Scorecard | 3 | Binary/percent completion; max 100% | 95% | Weighted into total payout |
| Product Merchandising Scorecard | 3 | Binary/percent completion; max 100% | 90% | Weighted into total payout |
| Human Capital Scorecard | 3 | Binary/percent completion; max 100% | 95% | Weighted into total payout |
| Strategic Plan Implementation | 3 | Binary/percent completion; max 100% | 75% | Weighted into total payout |
| Individual Strategic Objectives | 15 | 40% threshold; 100% target; 110% max | 100% | Weighted into total payout |
| Weighted Average Eligible Non-Equity Incentive Compensation (%) | — | — | 63.1% | Maps to cash payout in Summary Compensation Table |
2024 Equity Grants (Thomas Clark)
| Grant Type | Grant Date | Shares/Options (#) | Exercise Price ($/Sh) | Grant Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Annual RSUs (time-based) | 2024 (annual cycle) | 25,991 | — | Included in $983,006 stock awards total for 2024 | Vests 25% per year from grant (see RSU vesting schedules) |
| Annual Options | 02/28/2024 | 8,396 | 43.83 | 138,786 | Vests 25% per year over 4 years; 10-year term |
| Special RSU (time-based) | 08/27/2024 | 16,492 | — | Reflected within 2024 stock awards | Time-based RSU award; included in outstanding stock awards at YE |
PSU and RSU Vesting Schedules (Outstanding at YE 2024)
| Award Type | Units (#) | Vesting Date/Period | Performance Metric | Market Value at 12/31/2024 ($) |
|---|---|---|---|---|
| PSUs (2019 grant) | 1,193 | Over four years through 2024 | Year-over-year growth in Adjusted Operating Income | 29,574 |
| PSUs (2020 grant) | 2,131 | Through 2025 | Year-over-year growth in Adjusted Operating Income | 52,827 |
| PSUs (2023 cycle) | 4,625 | 12/31/2025 (performance period 1/1/2023–12/31/2025) | Adjusted Operating Income growth | 114,654 |
| PSUs (2024 cycle) | 6,333 | 12/31/2026 (performance period 1/1/2024–12/31/2026) | Adjusted Operating Income growth | 156,995 |
| RSUs (time-based) | 1,734 | Vests 25% per year from 02/21/2023 | Time-based | 42,986 |
| RSUs (time-based) | 7,244 | Vests 25% per year from 02/21/2023 | Time-based | 179,579 |
| RSUs (time-based) | 3,166 | Vests 25% per year from 02/21/2023 | Time-based | 78,485 |
| RSUs (special grant) | 16,492 | Granted 08/27/2024; included in YE outstanding | Time-based | 408,837 |
2024 vesting realized: 2.993 RSUs vested for Thomas Clark; no option exercises in 2024 .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Common Shares Beneficially Owned | 33,422 (as of April 10, 2025) |
| Options exercisable or becoming exercisable within 60 days | 75,784 |
| RSUs vesting within 60 days | 0 |
| Percent of Outstanding Shares | Less than 1% |
| Shares Outstanding (for % calc reference) | 38,361,103 (as of April 10, 2025) |
| Stock Ownership Guideline | 1x base salary for non-CEO executive officers; 5-year phase-in starting 2023; unvested RSUs do not count |
| Estimated Value of Common Shares vs Guideline | Common shares value ≈ $829k using $24.79 closing price on 12/31/2024 and 33,422 shares (calc: 33,422 × $24.79) ; 2024 base salary $555,124 |
- Pledging/Hedging: The company does not have a policy restricting hedging or pledging of Company securities for employees (including executive officers) .
- Ownership guideline compliance: Based on disclosed common shares and 12/31/2024 price, Thomas Clark appears to meet/exceed the 1x salary guideline; formal compliance status is not explicitly disclosed .
Employment Terms
| Item | Status/Detail |
|---|---|
| Employment Agreement | None; at-will employment |
| Severance (Cash) | Not provided for Thomas Clark in the potential payments table (cash severance “–”) |
| Change-in-Control (CIC) – Equity | Double-trigger: if terminated without Cause or for Good Reason within six months following a CIC, immediate vesting of all unvested options and RSUs; for 2023/2024 PSUs, vesting at target under CIC/termination or death/disability |
| CIC – Accelerated Equity Value (as of 12/31/2024) | Death/Disability: $1,063,937 (RSUs/PSUs); Termination within CIC window: $1,083,937 (RSUs/PSUs); accelerated options in 2024 scenario valued at $0 (all such unvested options out of the money) |
| Option Terms | Options vest 25% per year over 4 years; 10-year expiration; 2019 options repriced by $2.30 reduction in exercise price (amendment dated 01/17/2019) |
| Clawback | Adopted per NYSE and Exchange Act Section 10D for recovery of incentive comp upon restatement |
| Perquisites/Benefits | Auto allowances to executive officers; medical/dental/life/disability insurance; 401(k) with match; ESPP; paid parental leave; no supplemental retirement plan |
| Non-Compete/Non-Solicit | Not disclosed for Thomas Clark (no employment agreement) |
Equity Award Detail – Options Outstanding at YE 2024 (Thomas Clark)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| 2,500 | 0 | 6.01 | 02/01/2026 | 2019 repricing reduced exercise price by $2.30 |
| 25,000 | 0 | 6.02 | 11/10/2026 | 2019 repricing reduced exercise price by $2.30 |
| 24,948 | 0 | 23.72 | 01/17/2029 | Vests 25%/yr from 12/31/2018 |
| 9,845 | 0 | 23.65 | 02/10/2030 | — |
| 4,013 | 1,337 | 44.17 | 02/21/2031 | Vests 25%/yr over four years |
| 3,717 | 3,717 | 32.59 | 02/13/2032 | Vests 25%/yr over four years |
| 1,483 | 4,450 | 28.99 | 02/21/2033 | Vests 25%/yr over four years |
| 0 | 8,396 | 43.83 | 02/28/2034 | Granted 02/28/2024 |
Equity Award Detail – RSUs Outstanding at YE 2024 (Thomas Clark)
| Units (#) | Type | Vesting Schedule | Market Value as of 12/31/2024 ($) |
|---|---|---|---|
| 1,734 | Time-based RSU | Vests 25% per year from 02/21/2023 | 42,986 |
| 7,244 | Time-based RSU | Vests 25% per year from 02/21/2023 | 179,579 |
| 3,166 | Time-based RSU | Vests 25% per year from 02/21/2023 | 78,485 |
| 16,492 | Time-based RSU (special 08/27/2024) | Time-based; schedule not separately specified | 408,837 |
Additional Notes and Governance
- Executive Officers listing confirms Thomas Clark’s biography and appointment history; he signed an 8-K as SVP & CFO on October 8, 2021 .
- Equity grant practices: awards granted on predetermined schedule aligned to comp cycle; disclosure of option grants on 02/28/2024 one business day before Q4 2023 results 8-K; price change impact disclosed as required by Item 402(x) .
- Compensation philosophy emphasizes pay-for-performance with GAAP-based financial metrics (Adjusted Operating Income, Net Sales) carrying heavier weight than non-financial metrics .
Investment Implications
- Pay-for-performance alignment: Thomas Clark’s 2024 non-equity incentive payout was driven primarily by Adjusted Operating Income (55% weight) and Net Sales (15%), with a weighted eligible payout of 63.1%, reflecting moderate achievement versus plan after a discretionary threshold adjustment amid leadership transition .
- Retention and selling pressure: 2024 special RSU grant (16,492 units) and sizable time-based RSU balances support retention, while accelerated unvested options carried $0 value at 12/31/2024 due to being out-of-the-money, reducing near-term selling pressure from options; 2.993 RSUs vested in 2024 with no option exercises .
- Alignment and governance risk: Thomas Clark’s beneficial ownership (33,422 common shares) appears to satisfy the 1x salary stock ownership guideline using 12/31/2024 price, reinforcing alignment; however, the company’s absence of a hedging/pledging policy for employees is a governance red flag that could permit misalignment behaviors if unmitigated by individual practices .
- Change-in-control economics: Double-trigger equity acceleration (options and RSUs, PSUs at target for 2023/2024 cycles) creates event-driven equity value of ~$1.06–$1.08 million for Thomas Clark at 12/31/2024 under death/disability or termination within the CIC window, with no cash severance indicated—equity-heavy outcomes emphasize performance and tenure, but limited cash severance may modestly increase external mobility risk .
- Risk indicators: Historical option repricing in 2019 (exercise price reduced by $2.30) is an investor caution point; while a clawback has been adopted per NYSE/Exchange Act 10D, no anti-hedging/pledging policy raises governance concerns and potential signal risk around insider trading strategies .