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James L. Singleton

Lead Independent Director at WESCO INTERNATIONALWESCO INTERNATIONAL
Board

About James L. Singleton

Independent Lead Director of Wesco (WCC) since 1998; age 69. Currently Chairman of CGH, LLC (since Oct 2023); previously Chairman & CEO (2014–2023) and Vice Chairman (2010–2014) of Cürex Group Holdings, LLC, and President/co‑founder of The Cypress Group LLC (1994–2005); earlier a Managing Director in Lehman Brothers’ Merchant Banking Group. Recognized as NACD Public Company Director of the Year in 2022; brings deep capital markets, M&A, and corporate strategy expertise with long-standing knowledge of Wesco’s business and history .

Past Roles

OrganizationRoleTenureCommittees/Impact
The Cypress Group LLCPresident and co‑founder1994–2005Private equity leadership; capital markets and M&A execution
Lehman BrothersManaging Director, Merchant BankingPre‑1994Merchant banking leadership; corporate finance and strategy

External Roles

OrganizationRoleTenureNotes
CGH, LLCChairmanOct 2023–PresentCurrent role
Cürex Group Holdings, LLCChairman & CEO; Vice Chairman2014–2023; 2010–2014Financial markets/platform leadership

Board Governance

  • Independence: Board affirmatively determined Singleton is independent under NYSE/SEC standards .
  • Current Wesco assignments: Lead Director; Compensation Committee member; Nominating & Governance Committee member; Executive Committee Chair .
  • Lead Director responsibilities: Presides over executive sessions, can call independent director meetings, leads board/committee/individual evaluations, liaises with CEO, approves agendas/schedules and board information, advises on committee appointments, facilitates board–management communication .
  • Board/committee meetings (2024): Board met 4 times; each director attended at least 75% of aggregate Board and relevant committee meetings. Executive sessions of non‑management directors were held at each regularly scheduled Board meeting, presided over by Singleton; all Board members attended the Annual Meeting .
  • Committee activity (2024 meeting count context):
    • Compensation Committee (member): 5 meetings
    • Nominating & Governance (member): 3 meetings
    • Executive Committee (Chair): No meetings held
    • Audit Committee: Singleton is not listed as a member .
  • Compensation Committee interlocks: None; no member has served as a Company executive officer .
  • Related party transactions: None disclosed for 2024; transactions are reviewed under a written policy for materiality and conflicts .

Fixed Compensation

Component2024 AmountNotes
Annual cash retainer (Independent Director)$125,000Paid quarterly; meeting fees not paid
Lead Independent Director cash retainer$50,000Supplemental retainer
Committee chair fees$0Audit/Comp/NomGov chairs earn $30,000; Executive Committee chair fee not listed among paid chair fees
Fees earned (cash total)$175,000Reported for Singleton in 2024 director compensation table

Additional features:

  • Directors may defer 25%–100% of cash and equity retainers into stock units; no additional meeting fees; reimbursed travel expenses .
  • Indemnification agreements provide advancement of expenses and D&O insurance .
  • Robust Director stock ownership guideline: 5x annual cash retainer; all Directors have acquired or are acquiring stock per guideline .

Performance Compensation

Equity AwardGrant DateShares/UnitsGrant Date Fair ValueVesting Terms
RSUs (annual Director grant)Mar 1, 20241,217$152.07 per RSU ($185,000 total)Vests on first anniversary; pro‑rata vesting if Board term ends earlier per schedule
Outstanding RSUs (12/31/2024)1,228Reflects RSUs outstanding, adjusted for quarterly dividend equivalents in 2024
Options (exercisable outstanding)1,037Legacy option awards shown as exercisable at year‑end

Policy signals:

  • Insider Trading Policy prohibits hedging/pledging for Section 16 directors; also prohibits short sales and trading in puts/calls; margin accounts prohibited for Section 16 directors .
  • Director equity awards are time‑based (no performance metrics); annual director compensation uses market benchmarking by Meridian Compensation Partners .

Other Directorships & Interlocks

CompanyPublic Company Board?RolePotential Interlock/Conflict
None disclosedNo public company directorships disclosed for Singleton other than Wesco

Expertise & Qualifications

  • Capital markets, mergers and acquisitions, corporate strategy, and human capital/inclusion oversight; deep knowledge of Wesco’s industry and history .
  • NACD Public Company Director of the Year (2022), recognizing integrity, judgment, and governance leadership .

Equity Ownership

ItemAmountCalculation/Notes
Beneficial ownership (Singleton)39,251 sharesAs of March 27, 2025; includes deferred stock units and RSUs subject to deferral elections
Ownership % of outstanding~0.080%39,251 ÷ 48,800,081 shares outstanding on record date
Unvested RSUs (12/31/2024)1,228Director outstanding equity awards table
Options exercisable (12/31/2024)1,037Director outstanding equity awards table
Deferred stock units17,416Included in footnote as amounts payable post‑service under Director Deferred Compensation Plan
Hedging/pledgingProhibitedSection 16 directors prohibited; no pledging allowed for directors/officers
Section 16(a) filingsAll timelyNo delinquent filings in 2024

Governance Assessment

  • Strengths:

    • Independent Lead Director with robust responsibilities enhancing board effectiveness (agenda control, evaluations, executive sessions). Singleton presided over executive sessions at each regular Board meeting in 2024, supporting independent oversight .
    • Active committee member (Compensation; Nominating & Governance) with clear independence; Compensation Committee free of interlocks; committees comprised entirely of independent directors .
    • Director compensation structure is balanced and modest (cash retainer + time‑based RSUs), with strong ownership guidelines (5x cash retainer) and prohibitions on hedging/pledging, aligning interests with shareholders .
    • Board evaluation process includes third‑party interviews and peer assessments led by Singleton, evidencing engagement and continuous improvement .
    • No related‑party transactions disclosed for 2024; all Section 16 filings timely .
  • Potential Risk Indicators and RED FLAGS:

    • Tenure since 1998 indicates very long service; while it provides deep institutional knowledge, investors may monitor for refreshment balance; Board reports ongoing refreshment actions and average independent director tenure of ~9.42 years with recent additions .
    • Executive Committee chaired by Singleton had no meetings in 2024; oversight remains driven by standing independent committees (Audit/Comp/NomGov) .
    • No specific red flags identified: no related‑party transactions, hedging/pledging prohibited, compensation interlocks absent, and strong say‑on‑pay support (97% in 2024) reflecting broader confidence in governance and pay practices .

Overall signal: Singleton’s Lead Director role, independence, committee service, and ownership alignment support investor confidence; absence of conflicts and robust governance processes reduce risk. Investors should continue to evaluate board refreshment dynamics given his long tenure .