Glynis A. Bryan
WESCO INTERNATIONALAbout Glynis A. Bryan
Independent Director of Wesco International (WCC); age 66; joined the Board in 2023. Former long-tenured CFO with deep finance, accounting, treasury, capital structure, risk, and digital transformation expertise—most recently CFO of Insight Enterprises (2007–Dec 2024), with prior CFO roles at Swift Transportation and APL Logistics and senior finance leadership at Ryder System (including CFO of Ryder Transportation Services) . She serves on WCC’s Audit Committee and is designated an Audit Committee Financial Expert; the Board has affirmatively determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Enterprises, Inc. | Chief Financial Officer | 2007–Dec 2024 | Led finance, accounting, treasury, capital structure, risk, and digital transformation at a Fortune 500 IT solutions integrator . |
| Swift Transportation Co. | Executive Vice President & Chief Financial Officer | 2005–2007 | Corporate finance leadership at U.S. transportation company . |
| APL Logistics | Chief Financial Officer | 2001–2005 | Global logistics finance leadership . |
| Ryder System, Inc. | Senior finance roles; CFO of Ryder Transportation Services (largest business unit) | CFO of RTS: 1999–2000 | Large P&L CFO experience; multiple senior finance positions across Ryder . |
External Roles
| Company | Role | Committees |
|---|---|---|
| Pinnacle West Capital Corporation | Director | Audit, Finance, and Nuclear & Operating committees . |
| Ameriprise Financial | Director | Not disclosed in WCC proxy . |
Board Governance
- Committees: Audit Committee (member); Audit Committee Financial Expert (Board-designated) .
- Independence: Board determined Bryan is independent under NYSE and Board standards .
- Service/tenure: Director since 2023 (≈2 years of service as of the 2025 record date) .
- Attendance and engagement:
- Board meetings held (2024): 4; Audit Committee meetings: 8 .
- Each Director attended at least 75% of the aggregate meetings of the Board and committees on which they served in 2024 .
- All Board members attended the Annual Meeting of Stockholders .
- Executive sessions: Non-management directors met in executive session at each regularly scheduled Board meeting; the Lead Director presides .
Fixed Compensation
| Component (Non-Employee Director) | Amount/Terms | Source/Detail |
|---|---|---|
| Annual cash retainer (2024) | $125,000 | Standard for all independent directors . |
| Equity retainer (2024) | $185,000 in RSUs | Annual grant to non-employee directors . |
| Bryan – 2024 director compensation | $125,000 cash; $185,000 stock; Total $310,000 | Individual line items for Bryan . |
| Bryan – deferral election (2024) | Deferred $125,000 cash retainer into the Non-Employee Directors Deferred Compensation Plan | Individual deferral details . |
| 2024 RSU grant mechanics | 1,217 RSUs per director on Mar 1, 2024 at $152.07 grant-date price; time-based vesting (1-year; pro-rata vesting if term ends earlier as described) | Grant size/price/vesting . |
| Committee/lead premiums (if applicable) | Audit Chair: $30,000; Compensation Chair: $30,000; Nominating & Governance Chair: $30,000; Lead Independent Director: $50,000 | Fee schedule (Bryan is not a chair) . |
| Ownership guidelines (directors) | 5x annual cash retainer; all directors have acquired or are acquiring in accordance | Alignment requirement and status . |
Performance Compensation
- Directors do not receive performance-based awards; annual equity is time-vested RSUs (no director performance metrics disclosed) .
Other Directorships & Interlocks
| Item | Detail | Implication |
|---|---|---|
| Current public boards | Pinnacle West; Ameriprise Financial | Adds utility and financial services domain perspective . |
| Committee roles externally | Audit/Finance/Nuclear & Operating at Pinnacle West | Reinforces financial and risk oversight credentials . |
| Compensation peer group overlap (context) | WCC’s 2024 executive compensation peer group includes Insight Enterprises | Bryan served as Insight’s CFO through Dec 2024; while Board determined independence and uses an independent consultant, the presence of a recent employer in the comp peer set is a potential perceived sensitivity for benchmarking. No interlocks on WCC’s Compensation Committee disclosed . |
Expertise & Qualifications
- Recognized financial expert: Board-designated Audit Committee Financial Expert .
- CFO track record: 20+ years as CFO across large, multinational companies; finance, accounting, treasury, capital structure, risk management, and digital transformation .
- Public company governance: Multi-board experience; committee work spanning audit/finance/operating oversight .
- Independence affirmed by Board under NYSE standards .
Equity Ownership
| Measure | Bryan | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 27, 2025) | 2,395 shares; <1% | Per beneficial ownership table; “*” indicates <1% of outstanding . |
| Unvested director RSUs at 12/31/2024 | 1,228 | From Director Outstanding Equity Awards at Year-End table . |
| Exercisable equity awards at 12/31/2024 | 280 | From Director Outstanding Equity Awards at Year-End table . |
| Shares outstanding (for context) | 48,800,081 (record date Mar 27, 2025) | Outstanding shares referenced in proxy Q&A . |
| Hedging/pledging | Prohibited for Section 16 Directors; no margin accounts or pledging | Insider Trading Policy/Prohibitions . |
| Ownership policy | 5x cash retainer; directors “have acquired or are acquiring” per guidelines | Alignment standard/status . |
| Note on beneficial tally | Includes deferred stock units and RSUs elected to defer payable after service ends, per footnote | Treatment per footnote to ownership table . |
Governance Assessment
- Strengths
- Independent director with strong finance credentials; Audit Committee member and Audit Committee Financial Expert designation supports robust financial oversight .
- Attendance and engagement: met ≥75% attendance threshold; Board and Audit met 4 and 8 times, respectively; all directors attended the Annual Meeting; frequent executive sessions enhance independent oversight .
- Alignment: meaningful equity retainer, robust 5x retainer ownership guideline, and anti-hedging/pledging policy; Bryan defers cash retainer into stock units, indicating alignment with shareholders .
- No related-party transactions disclosed for 2024; Compensation Committee interlocks: none .
- Shareholder support for pay program: 2024 Say-on-Pay approval ≈97%, signaling broad investor confidence in the compensation framework and governance processes .
- Watch items
- Peer group overlap: WCC’s executive compensation peer group includes Insight Enterprises; Bryan was Insight’s CFO through Dec 2024. While the Board determined independence and employs an independent consultant, the overlap can be a perceived benchmarking sensitivity for investors focused on compensation governance .
- Multiple outside boards (two) plus WCC increases time commitments; the Nominating & Governance Committee annually reviews directors’ outside board service as part of qualifications and capacity assessment .
No RED FLAGS identified in the proxy for 2024 regarding related-party transactions, hedging/pledging, or attendance shortfalls for Bryan .