Bobby J. Griffin
WESCO INTERNATIONALAbout Bobby J. Griffin
Independent director of Wesco International (WCC), age 76, serving since 2014. Former President, International Operations at Ryder System with deep supply chain and global operations experience; currently chairs Wesco’s Nominating and Governance Committee and serves on the Compensation and Executive Committees. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | President, International Operations | 2005–2007 | Led global logistics/supply chain operations |
| Ryder System, Inc. | EVP, International Operations | 2003–Mar 2005 | Senior leadership across global businesses |
| Ryder System, Inc. | EVP, Global Supply Chain Operations | 2001–2003 | Oversaw supply chain operations and efficiencies |
| ATE Management and Service Company, Inc. | Executive | Pre-1986 (acquired by Ryder in 1986) | Operations and management experience prior to Ryder acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Rentals, Inc. | Lead Independent Director; Nominating & Governance Committee member | Current | Governance leadership; oversight of ESG, inclusion initiatives |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Compensation; Member, Executive Committee. The Executive Committee has delegated authority between board meetings; all members except the CEO are independent.
- Independence: The Board determined Griffin is independent under NYSE standards.
- Attendance: The full Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings.
- Executive sessions: Non-management directors met in executive session at each regularly scheduled Board meeting, with Lead Director presiding.
- Stock ownership guidelines: Directors must hold stock equal to 5x annual cash retainer; all directors have acquired or are acquiring stock in accordance with these guidelines. Hedging and pledging by Section 16 directors are prohibited.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid quarterly; no meeting fees |
| Committee chair fee (Nominating & Governance) | $30,000 | Chair retainers: Audit $30k; Compensation $30k; Nominating & Governance $30k |
| Total fees earned (cash) | $155,000 | Griffin deferred $77,500 into Director Deferred Compensation Plan |
| Annual RSU grant | $185,000 | 1,217 RSUs granted on Mar 1, 2024 at $152.07 per RSU; time-based vesting with pro-rata vest if term ends before 1 year |
Performance Compensation
Wesco does not use performance-based equity for directors; director equity is time-vested RSUs. As a Compensation Committee member, Griffin oversees executive pay-for-performance structures:
| Program | Metric | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| STIP (Company-wide) | EBITDA ($mm) | $1,206.8 | $1,724.0 | $2,068.7 | $1,466.1 | 62.5% |
| STIP (Company-wide) | Free Cash Flow ($mm) | $490.0 | $700.0 | $840.0 | $1,045.2 | 200.0% |
| LTIP (2022–2024 PSUs) | Net Income Growth (3-yr avg) | 0% | 5% | 10%+ | 13.2% | 200% (max) |
| LTIP (2022–2024 PSUs) | RONA Growth (bps vs base) | 0 | 50 | 100+ | -175 | 0% |
- Compensation Committee composition includes Griffin and is fully independent; uses Meridian Compensation Partners as independent consultant; peer group includes United Rentals, among others.
- 2024 say-on-pay approval ~97%, signalling strong investor support for compensation design.
Other Directorships & Interlocks
| Relationship | Detail | Implication |
|---|---|---|
| Interlock with compensation peer group | Wesco’s 2024 compensation peer group includes United Rentals, where Griffin is Lead Independent Director | Potential perception of cross-board influence; Committee independence and consultant checks mitigate risk |
Expertise & Qualifications
- Senior executive experience across logistics, supply chain, and international operations; significant public company board service; governance and ESG oversight experience.
- Board-level skills in strategy, operations, and international business align with Wesco’s distribution and supply chain solutions model.
Equity Ownership
| Ownership Detail (as of Mar 27, 2025) | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 29,786 | <1% of outstanding shares |
| Percent of shares outstanding | <1% | Based on 48,800,081 shares outstanding |
| Deferred shares/units included in footnote (not deemed beneficial under Rule 13d-3) | 26,517 | Deferred director fees and RSUs elected to defer |
| Unexercised equity awards (exercisable) | 16,591 | Legacy options/SARs |
| Unvested RSUs (year-end 2024) | 1,228 | Adjusted by dividend equivalents |
- Hedging and pledging prohibited for Section 16 directors; Section 16 filings timely in 2024.
- Director stock ownership guideline: 5x annual cash retainer; directors are in compliance or progressing toward compliance.
Governance Assessment
- Strengths: Independent status; governance chair role; consistent attendance; robust stock ownership guidelines; prohibition on hedging/pledging; no related-party transactions disclosed in 2024; strong say-on-pay support.
- Compensation oversight: Participates on an all-independent Compensation Committee using an independent consultant; clear STIP/LTIP metrics that align with strategy and cash generation; 2024 executive payouts reduced by 25% to align across management—a prudent oversight signal.
- Other directorships: Serves as Lead Independent Director at United Rentals, which is in Wesco’s pay peer group; while not a formal interlock, this may present perceived conflicts and should be monitored for consultant independence and peer group objectivity.
- RED FLAGS: Potential perception risk due to cross-directorship with peer group member (United Rentals). Mitigants include disclosed independence determinations, use of independent consultant, and no compensation committee interlocks or related-party transactions.