DEF 14A of Climb Global Solutions, Inc.
Filed Apr 24, 2026 · FY20250001140361-26-016707
Director Compensation and Arrangements
Director Compensation and Arrangements Non-employee members of the Board receive compensation for their services on the Board. The Company’s non-employee director compensation program is designed to provide a competitive compensation package that assists the Board in attracting and retaining highly qualified individuals with the experience and judgment necessary to oversee the Company. The Board also seeks to align a substantial portion of non-employee director compensation with the Company’s long-term performance and stockholder interests. The Compensation Committee regularly reviews the compensation of non-employee directors, including market data provided by its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), and makes recommendations to the Board regarding the non-employee director compensation program. The Board approves the non-employee director compensation program after considering the Compensation Committee’s recommendations. Non-employee director compensation consists of a combination of cash retainers and annual equity grants of restricted stock. Each non-employee director receives a cash retainer of $15,000 per quarter for service on the Board, as well as reimbursement of reasonable expenses incurred in connection with Board service. In addition, the non-executive Board Chair receives an additional annual retainer of $40,000, the Chair of the Audit Committee receives an additional annual retainer of $25,000, and the Chair of each of the Nominating and Corporate Governance Committee and the Compensation Committee receives an additional annual retainer of $15,000. Each non-employee director receives an annual grant of restricted stock after the annual meeting of stockholders with a target value of $100,000, with the number of shares determined based on the trailing ten-day volume weighted average price of the Company’s Common Stock ending on the date of grant. The amounts reported in the table below, however, reflect the grant-date fair value of those awards as determined under ASC 718 and, as a result, may differ from the target value used to size the awards. The restricted stock awards are granted under the 2021 Plan and vest at the earlier of (i) the Company’s next annual meeting of stockholders and (ii) one year from the date of grant. As more fully described under “Corporate Governance – Stock Ownership Guidelines,” pursuant to our Stock Ownership Guidelines, non-employee directors are required to own Common Stock worth three times the cash portion of their annual directors’ fees paid in cash. Our non-employee directors must be in compliance with the Stock Ownership Guidelines within five years of the date on which they become subject to the Stock Ownership Guidelines.
2025 Director Compensation
2025 Director Compensation The following table sets forth information regarding the compensation earned by or awarded to each person who served as a non-employee director during the fiscal year ended December 31, 2025.
2025 Director Compensation
| Name | Fees Earned or Paid In Cash ($) | Stock Awards ($) (1) | Total ($) | | Jeff Geygan(2) | 13,333 | — | 13,333 | | John McCarthy(3) | 97,917 | 98,609 | 196,526 | | Andy Bryant | 85,000 | 98,609 | 183,609 | | Gerri Gold(4) | 76,250 | 98,609 | 174,859 | | Greg Scorziello(5) | 35,000 | — | 35,000 | | Kimberly Boren(6) | 43,750 | — | 43,750 | | Paul Giovacchini(7) | 53,750 | 98,609 | 152,359 |
2025 Director Compensation
| (1) On June 13, 2025, each of Messrs. Bryant, McCarthy and Giovacchini and Ms. Gold received a grant of 3,768 shares of restricted stock. The number of shares granted was determined based on the trailing ten-day volume weighted average price of the Company’s Common Stock ending on June 13, 2025. The Stock Awards column reflects the aggregate grant date fair value of these awards, computed in accordance with FASB ASC Topic 718, based on the $26.17 closing price of the Company’s Common Stock on the date of grant. As of December 31, 2025, each of Messrs. Bryant, McCarthy and Giovacchini and Ms. Gold held 3,768 unvested stock awards outstanding, and no non-employee director held any option awards outstanding. See Note 9, “Stockholder’s Equity and Stock Based Compensation,” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the assumptions used in determining these values. |
2025 Director Compensation
| (2) The fees earned or paid in cash amount represents payments to Mr. Geygan during 2025 through the date of his resignation from the Board on February 28, 2025. |
2025 Director Compensation
| (3) The fees earned or paid in cash amount represents prorated payments to Mr. McCarthy based on his service during 2025 in Board leadership positions, including non-executive Board Chair from January 28, 2025 through December 31, 2025 and Chair of the Compensation Committee from January 1, 2025 through January 28, 2025. |
2025 Director Compensation
| (4) The fees earned or paid in cash amount represents prorated payments to Ms. Gold based on her service during 2025 in Board leadership positions, including Chair of the since disbanded Risk and Security Committee from January 1, 2025 through March 28, 2025, Chair of the Compensation Committee from March 28, 2025 through June 3, 2025 and Chair of the Nominating and Corporate Governance Committee from June 3, 2025 through December 31, 2025. |
2025 Director Compensation
| (5) The fees earned or paid in cash amount represents payments to Mr. Scorziello during 2025 through the date of the Company’s 2025 annual meeting of stockholders, June 3, 2025. Mr. Scorziello did not stand for re-election as a director at the Company’s 2025 annual meeting of stockholders. |
2025 Director Compensation
| (6) The fees earned or paid in cash amount represents payments to Ms. Boren during 2025 through the date of the Company’s 2025 annual meeting of stockholders, June 3, 2025. Ms. Boren did not stand for re-election as a director at the Company’s 2025 annual meeting of stockholders. |
2025 Director Compensation
| (7) The fees earned or paid in cash amount represents payments to Mr. Giovacchini during 2025 since his election to the Board on April 21, 2025. |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following four individuals for election to the Board at the Meeting. If elected, each director nominee will hold office until the 2027 Annual Meeting of Stockholders and until her or his successor is elected and qualified. On April 20, 2026, Ms. Gold informed the Board that she will not stand for re-election as a member of the Board and will retire at the expiration of her term at the Meeting. In connection with Ms. Gold’s retirement, the Board has resolved to reduce the size of the Board to four, effective as of the commencement of the Meeting. The accompanying proxy will be voted for the election as directors of the nominees listed below unless the proxy contains contrary instructions. There are no arrangements or understandings pursuant to which a Company nominee for election as director is proposed to be elected, other than with a director or officer acting solely in that capacity. Each of the Company’s nominees has consented to serve as a nominee, be named in this proxy statement and to serve as a director if elected, and management has no reason to believe that any of the Company’s nominees will not be a candidate or will be unable to serve as a director. However, in the event that any of the Company’s nominees should become unable or, for good cause, unwilling to serve as a director, the proxy will be voted for the election of such person or persons as shall be designated by the directors. Set forth below is certain information, as of April 6, 2026, with respect to each nominee:
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | John McCarthy | 62 | Mr. McCarthy has served as a director of the Company since June 2019, and as Board Chair since January 2025. Mr. McCarthy most recently served as President and Chief Executive Officer of Mainline Information Systems, a nationally recognized technology solution provider, from April 2009 to May 2022. Mr. McCarthy previously held executive management positions with EMC, StorageApps, CNT, MCData and Virtual Iron. Mr. McCarthy served as a member of the board of directors of Nasuni Corporation until November 2019, and currently serves as a member of the Board for Buchanan Technologies and RedJet Entertainment, and a member of the Board of Trustees for Providence College. Mr. McCarthy received a Bachelor of Science degree in Marketing from Providence College. The Board believes that Mr. McCarthy’s qualifications to serve on the Board include his substantial industry and executive leadership experience. | June 2019 | | Andy Bryant | 70 | Mr. Bryant has served as a director of the Company since July 2019. Mr. Bryant spent most of his career at Arrow Electronics, Inc. and Avnet, Inc., both Fortune 500 companies focused on supply chain services for electronic components and enterprise computing solutions globally. From April 2008 until his retirement in May 2016, Mr. Bryant held executive management positions with Arrow Electronics, Inc. Mr. Bryant was named President of the company’s Enterprise Computing Solutions business in 2008 and specified as an executive officer of the corporation. He served as the Chief Operating Officer of the company from May 2014 to May 2016. Prior to his tenure at Arrow, he served as President of Avnet’s global operating groups and as a Senior Vice President of Avnet, Inc. He was specified as a corporate officer of Avnet in 1996 and became an executive officer in 1999. Mr. Bryant received a Bachelor of Arts degree in History from the University of Maryland. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry. | July 2019 |
ELECTION OF DIRECTORS
| Name | Age | Principal Occupation and Experience, Qualification, Attributes or Skills | Director Since | | Dale Foster | 62 | Mr. Foster was appointed our Chief Executive Officer and elected to our Board in January 2020. Mr. Foster previously held the positions of President of Lifeboat Distribution, Inc., a subsidiary of the Company, from July 2019 to January 2020 and Executive Vice President of the Company from January 2018 to July 2019. Mr. Foster served as Executive Vice President and General Manager of Promark Technology Inc. (“Promark”), which operated as a subsidiary of Ingram Micro Inc. From November 2012 until January 2018. From 1997 until Promark was acquired by Ingram Micro Inc. in 2012, Mr. Foster served as President and Chief Executive Officer of Promark, a value-added distributor with the core focus of distributing emerging data storage and virtualization solutions. Mr. Foster is a graduate of the Rochester Institute of Technology, where he earned a Bachelor’s of Technology in Electrical Engineering. Mr. Foster also holds an Associate’s degree in Electrical Engineering from Alfred State College. The Board believes that his qualifications to serve on the Board include his years of experience in the technology distribution industry, as well as his executive leadership experience. | January 2020 | | Paul Giovacchini | 68 | Mr. Giovacchini has served as a director of the Company since April 2025. Mr. Giovacchini currently serves as the Lead Independent Director of TPI Composites, Inc. (“TPI”), a global manufacturer of wind blades, having served in this role since May 2020. Mr. Giovacchini previously served as Chairman of TPI’s board of directors from October 2006 to May 2020. Mr. Giovacchini is currently an independent consulting advisor to Advantage Capital Management Corporation, executing and managing private equity and debt investments, serving in this role since October 2021. He is also an independent consulting advisor to Ares Management LLC (“Ares”), liquidating private equity investments since January 2023. He previously served as an independent consulting advisor to Landmark Partners, Inc. (“Landmark”), also managing and liquidating private equity investments from April 2014 to January 2023, until Ares' acquisition of Landmark. Prior to April 2014, he served as a Principal of Landmark since 2005. Mr. Giovacchini is also a director of TS-Polder Holdings, LLC, a designer and manufacturer of consumer home goods; Medefy Health Inc., a healthcare benefits navigation, mobile platform and cost containment provider; and Exum Instruments Inc., a provider of innovative user-friendly next generation instruments for analytical chemistry. Mr. Giovacchini holds an A.B. in Economics from Stanford University and an M.B.A. from Harvard University. The Board believes that his qualifications to serve on the Board include his years of board and executive leadership experience. | April 2025 |
Dale Foster’s biography is set forth on page 16 of this proxy statement under the heading “Proposal 1: Election of Directors.”
Dale Foster’s biography is set forth on page 16 of this proxy statement under the heading “Proposal 1: Election of Directors.” Matthew Sullivan was appointed Vice President and Chief Financial Officer in January 2025. Mr. Sullivan joined the Company in January 2019 and served as the Company’s Chief Accounting Officer from February 2022 to January 2025. Mr. Sullivan served as Vice President, Corporate Controller of the Company from March 2020 to February 2022, and as Director of Financial Reporting from January 2019 to March 2020. Prior to joining the Company, Mr. Sullivan was Director of Accounting at Jackson Hewitt from November 2016 to January 2019. Prior to joining Jackson Hewitt, Mr. Sullivan began his professional career in public accounting, including five years with BDO USA. Mr. Sullivan received a Bachelor of Science in Accounting from Kutztown University. Charles Bass was appointed Chief Alliances Officer in January 2025 after having served as Chief Marketing Officer from December 2020 to January 2025 and Vice President of Alliances and Marketing at Climb Channel Solutions (formerly Lifeboat Distribution) since January 2018. Prior to joining Lifeboat Distribution, he was the Vice President of Channel Sales at Blue Medora, an IT monitoring and integration company, from October 2016 to December 2017. Mr. Bass was the Vice President of Channel Sales at Tegile Systems, a high growth storage start-up that was acquired by Western Digital, from July 2015 to October 2016. Before joining Tegile Systems, he served as Promark Technology’s Vice President of Vendor Alliances and Marketing from November 2010 to July 2015. He joined the board of directors of Promark Technology in 2012 and was part of the management team that successfully executed Promark Technology’s acquisition by Ingram Micro in the fourth quarter of 2012. He also has experience at Hewlett Packard (NYSE: HPQ) and LeftHand Networks where he was responsible for channel sales in North America for StorageWorks and LeftHand Networks products respectively. Prior to Hewlett Packard and LeftHand Networks, he held various sales leadership positions at Brocade Communications Systems, McDATA Corporation, and IBM. Mr. Bass received a Bachelor of Arts degree in Economics from Vanderbilt University and a Masters of Business Administration from the University of Tennessee. Timothy Popovich was appointed Vice President and Chief Operating Officer in February 2024. Mr. Popovich has held various leadership positions at Climb Channel Solutions, a wholly owned subsidiary of the Company (“Climb Channel”), since first joining in October 2003. Mr. Popovich has served as the President and Chief Operating Officer of Climb Channel since August 2023. Prior to August 2023, Mr. Popovich served as President North America from June 2022, Executive Vice President Sales and Operations from January 2021 to May 2022, and Vice President of Sales North America from January 2019 to December 2020. Mr. Popovich holds a Bachelor of Arts in Communications from Wilkes University, and a Professional Certificate in Sales Management from Rutgers University.
Role of the Board of Directors and Compensation Committee
Role of the Board of Directors and Compensation Committee The Compensation Committee is responsible for establishing, implementing and monitoring adherence to the Company’s compensation philosophy, ensuring that executives are appropriately compensated, and making recommendations to the Board regarding the compensation of the Company’s executive officers. The Compensation Committee reviews and approves corporate goals and objectives relevant to executive compensation, evaluates performance in light of those goals and objectives, reviews employment, severance and change-in-control arrangements, and makes recommendations regarding cash incentive and equity-based plans. The Compensation Committee generally meets as needed throughout the year to review executive compensation matters. The Board approves executive compensation after considering the Compensation Committee’s recommendations.
Role of Independent Compensation Consultant
Role of Independent Compensation Consultant The Compensation Committee engaged FW Cook in 2022 to serve as the Compensation Committee’s independent compensation consultant, and FW Cook has served in that capacity since. FW Cook reported directly to the Compensation Committee and, as requested by the Compensation Committee, assisted the Compensation Committee in connection with its review of the Company’s executive compensation program for 2025. FW Cook attended Compensation Committee meetings at the Committee’s request and provided advice and comparative market information to support the Committee’s deliberations. The Compensation Committee retains sole authority to hire its compensation consultants, approve fees, determine the nature and scope of services, evaluate performance, and terminate engagements. The Compensation Committee considered FW Cook’s independence in accordance with applicable Nasdaq listing standards and SEC rules and concluded that FW Cook’s work for the Compensation Committee did not raise any conflict of interest. Although the Compensation Committee considered the advice and information provided by FW Cook, the Compensation Committee exercised its own judgment in making compensation decisions and recommendations to the Board.
Use of Market Data and Peer Group Benchmarking
Use of Market Data and Peer Group Benchmarking In connection with the 2025 compensation review, the Compensation Committee considered market data and recommendations prepared by FW Cook. FW Cook’s 2025 materials were based on 2023 market data drawn from a 19-company peer group approved in July 2023. FW Cook aged cash data to a common reference date to improve comparability across the peer group. The Committee considered the peer group to be a reasonable reference point because it includes public companies that compete for executive talent and generally share characteristics relevant to the Company's size, business model, complexity, growth profile and market opportunity. The peer group also served as the basis for FW Cook’s executive compensation and incentive design analyses.
Use of Market Data and Peer Group Benchmarking
| | Peer Group(1) | | | Aviat Networks CalAmp Corp. Daktronics Infinera Nortech Systems Richardson Electronics TESSCO Technologies | Bel Fuse Computer Task Group ePlus Key Tronic PC Connection ScanSource | Boxlight Corp. Comtech Telecommunications Exela Technologies Kimball Electronics PowerFleet Synchronoss Technologies |
Use of Market Data and Peer Group Benchmarking
| (1) The 19-company peer group used by FW Cook for the market analyses underlying the 2025 compensation recommendations was approved in July 2023 and updated from the prior group to remove Eastman Kodak and add CalAmp Corporation, Nortech Systems and PowerFleet. |
Use of Market Data and Peer Group Benchmarking
The Compensation Committee does not apply a purely formulaic approach to compensation or target a fixed percentile for every pay element or every executive. Instead, the Compensation Committee uses market data as an important reference point to inform executive compensation decision making and then applies judgment in light of each executive's responsibilities, experience, performance, leadership, retention considerations, succession planning and internal pay relationships. Compensation Philosophy and Objectives. The Compensation Committee seeks to structure each element of compensation to attract and retain the necessary talent needed to lead and grow the Company, reward both short-term and long-term performance, provide incentives for both long-term strategic goal planning and achievement as well as short-term performance, encourage sound decision-making and strategic execution, and align the interests of management and stockholders. The Compensation Committee’s policy for allocating between currently paid and long-term compensation is to ensure adequate base compensation to attract and retain personnel, while providing incentives that are tied to long-term value maximization for our stockholders. Our executive compensation program is structured to ensure management interests are aligned with those of our stockholders and to motivate and reward individual initiative and effort. We believe our executive compensation program is reasonable, competitive, and appropriately balances the objectives of recruiting, retaining, and motivating our executives while rewarding performance and aligning management and stockholder interests. Say On Pay Considerations and Say on Frequency Results. The Compensation Committee will continue to consider emerging compensation practices and stockholder feedback, including Say-on-Pay voting results, as part of its decision-making process. At the 2025 Annual Meeting of Stockholders, the Company’s stockholders voted to approve the Company’s named executive officer compensation with a favorable vote of 97% of the votes cast. At the 2024 Annual Meeting of Stockholders, the Company’s stockholders voted to approve the Company’s named executive officer compensation with a favorable vote of 88% of the votes cast. In evaluating the Company’s compensation principles and policies during fiscal 2025, the Compensation Committee considered this favorable say-on-pay outcome as evidence of stockholder support for the Company’s compensation objectives and executive compensation program. Additionally, at the 2025 Annual Meeting of Stockholders, our stockholders approved, on a non-binding advisory basis, every year as the frequency of future advisory votes on our named executive officer compensation, with 87% of the votes cast in favor of annual advisory votes. Accordingly, we intend to include in our proxy materials a stockholder vote on executive compensation every year until the next required stockholder vote on the frequency of stockholder votes concerning executive compensation. Elements of Compensation.
Use of Market Data and Peer Group Benchmarking
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Use of Market Data and Peer Group Benchmarking
The total compensation program for the Company’s named executive officers consists of the following:
Use of Market Data and Peer Group Benchmarking
| • | Base salary; |
Use of Market Data and Peer Group Benchmarking
| • | Short-term cash incentive and bonus award opportunities tied to the Company’s and each executive’s annual performance; |
Use of Market Data and Peer Group Benchmarking
| • | Long-term incentive compensation, which for 2025 consisted of equity-based awards in the form of time-based restricted stock units (“RSUs”), representing 40% of the total long-term incentive compensation awards for 2025, and performance-based restricted stock units (“PSUs”), representing 60% of the total long-term incentive compensation awards for 2025; |
Use of Market Data and Peer Group Benchmarking
| • | Severance and change-in-control protection under the Company's Executive Severance and Change in Control Plan; and |
Use of Market Data and Peer Group Benchmarking
| • | Broad-based health, welfare and retirement benefits that are generally available to employees. |
Use of Market Data and Peer Group Benchmarking
The Compensation Committee believes that each element of compensation serves a distinct purpose and, when combined, provides a balanced program designed to attract, retain and motivate executive talent while aligning pay with Company performance and stockholder interests. Compensation for our named executive officers includes both fixed and performance-based components, with an emphasis on performance-based elements to support the objectives listed below. The Company considers a component to be performance-based if the amount eventually earned or paid varies based on one or more elements of the Company’s financial performance. Performance-based components are designed so that above-plan performance is rewarded with above-target payouts and vice versa. Base salary provides a fixed level of cash compensation. Competitive base salaries are intended to attract and retain qualified, high-performing executives, while also reflecting each executive’s role, responsibilities, experience and sustained contribution to the Company. Short-term cash incentive and bonus opportunities focus executives on annual financial and operational objectives and individual performance priorities that are important to the Company’s near-term success. Long-term equity incentive awards, including both RSUs and PSUs, are intended to promote executive retention, encourage an ownership perspective and align realized compensation with long-term Company performance and stockholder value creation. Severance and change-in-control protections are designed to support retention and leadership continuity and to enable executives to evaluate potential strategic transactions objectively and in the best interests of the Company and its stockholders. Broad-based health, welfare and retirement benefits provide a competitive overall compensation package and are intended to support the health, financial well-being and retention of the Company’s executives, consistent with the benefits generally offered to employees.
Short-Term Cash Incentive Compensation
Short-Term Cash Incentive Compensation The Compensation Committee recommended, and the Board approved, the annual cash incentive framework for the Company’s named executive officers for fiscal 2025 (the “Performance Bonus Awards”). Under the Performance Bonus Awards, the executive officers were eligible to receive annual cash incentive payments based on the Company’s achievement against the performance metric described below. Because payments under the Performance Bonus Awards were determined by comparing actual performance against pre-established performance goals, the actual amount payable under the awards could not be determined at the time the awards were approved. The Compensation Committee recommended and the Board selected constant-currency EBITDA, as the financial metric for the 2025 Performance Bonus Awards because they believed that measure provided a useful supplemental view of the Company’s operating performance for the year. The Compensation Committee believed that constant-currency EBITDA appropriately focused management on core operating profitability by excluding items that may vary from period to period due to financing decisions, tax expense, non-cash accounting charges and changes in foreign exchange rates.
2025 Performance Metric
The constant-currency EBITDA target for fiscal 2025 was established based on a review of the Company’s 2025 budget prepared by management and the other factors described above. The Compensation Committee set the target at a level that, upon achievement of 100% of target performance, was intended to result in bonus payments that it believed appropriately reflected the Company’s annual operating plan and strategic objectives. The constant-currency EBITDA target for fiscal 2025 represented an approximately 26% increase over actual constant-currency EBITDA performance for fiscal 2024. For fiscal 2025, Mr. Foster had a target annual cash incentive opportunity equal to 120% of base salary, Mr. Sullivan had a target annual cash incentive opportunity equal to 70% of base salary, Mr. Bass had a target annual cash incentive opportunity equal to 70% of base salary, Mr. Popovich had a target annual cash incentive opportunity equal to 70% of base salary, and Mr. Legrottaglie had a target annual cash incentive opportunity equal to 55% of base salary. Target annual cash incentive opportunities are intended to place a significant portion of our NEOs’ annual cash compensation at risk and to provide competitive total cash compensation opportunities. Target opportunity percentages were unchanged from fiscal year 2024 for Mr. Foster. Target opportunity percentages increased from fiscal year 2024 for Messrs. Sullivan, Bass and Popovich. Payouts under the Performance Bonus Awards can range from 0% if threshold performance is not achieved, 50% if threshold goals are achieved, to 150% of each NEO’s target annual cash incentive opportunity, based on performance against constant-currency EBITDA. Based on actual 2025 constant-currency EBITDA performance of $36.7M, the Company achieved 97.6% of target performance, which would have produced a payout of 94% target bonus. When certifying final performance achievement for fiscal 2025, the Board, upon the recommendation of the Compensation Committee, adjusted constant-currency EBITDA to exclude acquisition-related costs and changes in the fair value of acquisition contingent consideration that were not contemplated when the 2025 budget was approved. After giving effect to this adjustment, the Company achieved 103.4% of target performance ($38.9M), which would have produced a payout of 106.8% of each NEO’s target bonus. See Appendix A for a reconciliation of adjusted constant-currency EBITDA, a non-GAAP financial measure, to our results as reported under GAAP. After considering the Company’s overall performance and management’s substantial efforts during fiscal 2025 to identify, negotiate and advance the acquisition of interworks.cloud, as well as the strategic importance of that transaction, which closed in February 2026, the Board approved the exercise of positive discretion to increase the level of performance achievement for payout purposes to 115%, which resulted in a payout equal to 130% of each NEO’s target bonus. The following table shows, for fiscal 2025, the range of potential bonus payouts for each NEO, the payout that would have resulted based on actual constant-currency EBITDA performance, the payout that would have resulted after giving effect to the adjustment to constant-currency EBITDA, and the actual bonus payout approved following the exercise of Compensation Committee and Board discretion.
2025 Annual Incentive Payouts
2025 Annual Incentive Payouts
2025 Annual Incentive Payouts
| | Target Bonus (% of Base Salary) | Target Bonus Opportunity ($) | Actual Approved Payout(3) | | | Name | | | % of Target | ($) | | Dale Foster | 120% | $720,000 | 130% | $936,000 | | Matthew Sullivan(1) | 70% | $199,500 | 130% | $259,350 | | Charles Bass | 70% | $262,500 | 130% | $341,250 | | Timothy Popovich | 70% | $182,000 | 130% | $236,600 | | Vito Legrottaglie(2) | 55% | $170,500 | — | $0 |
2025 Annual Incentive Payouts
| (1) Mr. Sullivan’s target annual incentive payout for fiscal 2025 was established in connection with his promotion to Chief Financial Officer. |
2025 Annual Incentive Payouts
| (2) Mr. Legrottaglie separated from the Company effective June 13, 2025. Accordingly, he did not receive an annual incentive payout for fiscal 2025. |
2025 Annual Incentive Payouts
| (3) Actual constant-currency EBITDA performance resulted in 97.6% performance achievement and a corresponding formulaic payout of 94% of target bonus. Adjusted constant-currency EBITDA performance resulted in 103.4% performance achievement and a corresponding formulaic payout of 106.8% of target bonus. The Board, upon the recommendation of the Compensation Committee, exercised positive discretion to increase performance achievement for payout purposes to 115.0%, resulting in an actual payout of 130.0% of target bonus. |
2025 Annual Incentive Payouts
Long Term Incentive Compensation. The Company’s named executive officers are eligible to receive equity incentive awards under the 2021 Plan. We believe that a significant portion of each named executive officer’s compensation should depend on the long-term value we create for stockholders. Our long-term incentive compensation program is designed to support multiple objectives, including, recruiting, retaining and motivating highly skilled executives, ensuring that realized compensation reflects changes in shareholder value over the long-term and closely aligning the interests of management with those of stockholders. Equity-based incentive awards may be provided in connection with an executive’s hire or promotion and through annual grants. The Compensation Committee uses annual equity awards both to recognize ongoing contributions and to provide a long-term incentive to achieve or exceed the Company’s financial objectives. Annual equity awards also support executive retention and reinforce the Company’s pay-for-performance philosophy. The Compensation Committee recommended, and the Board approved, the fiscal 2025 target long-term incentive compensation opportunities for the named executive officers and the structure of the annual equity awards, with a target value consisting of 40% RSUs and 60% PSUs over a three-year performance period. The annual equity awards were granted on April 16, 2025. The number of shares underlying the time-based RSUs and the target number of shares underlying the PSUs was determined by dividing the dollar value of each grant by the trailing 20-day volume-weighted average trading price of the Common Stock ending on the grant date. The amounts reported in the Summary Compensation Table and Grants of Plan-Based Awards Table, however, reflect the grant-date fair value of those awards as determined under ASC 718, and therefore may differ from the values derived using that VWAP-based sizing methodology.
2025 Annual Incentive Payouts
| Name | Target RSUs ($) (40% of Total) | Target PSUs ($) (60% of Total) | Total Target Annual LTI ($) | | Dale Foster | $600,000 | $900,000 | $1,500,000 | | Matthew Sullivan | $132,000 | $198,000 | $330,000 | | Charles Bass | $208,000 | $312,000 | $520,000 | | Timothy Popovich | $144,000 | $216,000 | $360,000 | | Vito Legrottaglie | $96,000 | $144,000 | $240,000 |
2025 Annual Incentive Payouts
The RSUs represent 40% of the total target annual award and are eligible to vest in three equal annual installments, generally subject to continued service. The PSUs represent 60% of the total target annual award and are eligible to be earned based on achievement of an earnings per share (“EPS”) goal and a return on equity (“ROE”) goal over the three-year performance period of January 1, 2025 through December 31, 2027, generally subject to continued service through January 1 following the last day of the performance period. The PSUs are weighted 70% to EPS and 30% to ROE and may be earned from 0% to 150% of target.
2025 Annual Incentive Payouts
| Metric | Weight | Threshold | Target | Maximum | | EPS | 70% | $1.28 | $1.50 | $1.65 | | ROE | 30% | 12.50% | 15.00% | 17.50% |
2025 Annual Incentive Payouts
Threshold, target and maximum payout levels for each PSU metric are 50%, 100% and 150% of target, respectively. For results between the threshold, target and maximum levels, the number of shares will be determined by interpolation. EPS threshold, target and maximum reflect 85%, 100% and 110% of target performance, and ROE threshold, target and maximum reflect 83%, 100% and 117% of target performance. Mr. Sullivan received a one-time award of RSUs with a target value of $250,000 in connection with his promotion to Chief Financial Officer. This award vests in quarterly installments over four years, subject to his continued service. The Board determined to grant such award in recognition of Mr. Sullivan’s significant contributions to the Company and the increased responsibilities of his new role. In approving the award, the Board considered Mr. Sullivan’s progression since joining the Company in 2019, his oversight of the Company’s global financial functions, and his important role in advancing the Company’s growth strategy. The Board also considered his contributions to enhancing the Company’s financial operations and supporting strategic initiatives, and the value of providing a retention-focused long-term incentive opportunity as he assumed the Chief Financial Officer role.
Certification of 2023-2025 PSU Awards
Certification of 2023-2025 PSU Awards In January 2026, the Board reviewed and certified performance for the 2023-2025 PSUs granted in April 2023. The Board determined that the awards were earned at 133.7% of target based on achievement of the applicable EPS and ROE goals, where EPS was achieved at 131.2% of target and ROE was achieved at 139.4% of target, resulting in the maximum 150% payout for such awards.
Certification of 2023-2025 PSU Awards
| Metric | Weight | Threshold | Target | Maximum | Actual | | EPS | 70% | $0.95 | $1.00 | $1.10 | $1.31 | | ROE | 30% | 12.50% | 15.00% | 17.50% | 20.90% |
Certification of 2023-2025 PSU Awards
The vested awards are disclosed in our Stock Vested Table, and with respect to Messrs. Clark and Legrottaglie, are further discussed under “Severance and Change-in-Control Arrangements.” Severance and Change-in-Control Arrangements. The Compensation Committee believes that the interests of stockholders are best served when the interests of senior management are aligned with those of stockholders. The Compensation Committee believes that reasonable severance protections are appropriate for executive officers in light of the greater difficulty they may face in securing comparable employment following a termination of employment. In addition, in the context of a change in control, executive officers may face a greater risk of job loss or a reduction in duties or authority than other employees. By reducing these risks, the Climb Global Solutions, Inc. Executive Severance and Change in Control Plan (the “Severance Plan”) helps encourage executives to remain focused on the Company’s business and to evaluate potential change-in-control transactions objectively and in the best interests of stockholders, notwithstanding the personal uncertainty such transactions may create. The Compensation Committee also believes that these protections are an important component of a market-competitive executive compensation program. The Severance Plan provides severance protections for eligible executives upon certain qualifying terminations of employment, including enhanced protections in connection with a qualifying termination that occurs in connection with a change in control. The Compensation Committee believes that these protections support executive retention and continuity, and help ensure that executives can evaluate potential strategic transactions objectively and in the best interests of stockholders. On January 9, 2025, the Company and Mr. Clark, the Company’s then Chief Financial Officer, mutually agreed that Mr. Clark would resign from his positions as Chief Financial Officer and Vice President, effective January 10, 2025. In connection with Mr. Clark’s release and waiver of claims against the Company and service as a consultant to the Company through April 15, 2025, the Company agreed to provide the following payments and benefits: (i) consulting compensation in the aggregate amount of $86,795, payable in three equal amounts on February 14, 2025, March 14, 2025, and April 15, 2025, (ii) $8,159 for the cost of COBRA health insurance from February 1, 2025 through April 30, 2025, and (iii) accelerated vesting of 19,556 RSUs and 29,424 PSUs. At the time Mr. Clark’s RSUs and PSUs vested, the Company’s closing share price was $26.76. Mr. Clark did not receive any payments or benefits under the Severance Plan in connection with his resignation. On June 13, 2025, the Company and Mr. Legrottaglie, the Company’s then Chief Information Officer, entered into a separation agreement, under which Mr. Legrottaglie’s employment concluded effective as of June 13, 2025. In consideration for Mr. Legrottaglie’s release and waiver of claims against the Company, the Company agreed to provide the following payments and benefits in lieu of any other benefits and payments that may be due to Mr. Legrottaglie under the Severance Plan: (i) consulting compensation in the aggregate amount of $51,667 for service as a consultant to the Company through August 15, 2025, payable in two equal installments on July 15, 2025 and August 15, 2025, and (ii) accelerated vesting of 7,228 RSUs and 11,020 PSUs. At the time of Mr. Legrottaglie’s RSUs and PSUs vested, the Company’s closing share price was $26.52. For additional details on our severance and change-in-control arrangements, see “Employment and Severance Agreements” and “Potential Payments Upon Termination or Change-in-Control” below.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not currently grant stock options or similar awards as part of our equity compensation programs, and we do not have any policies with respect to the timing of awards of options or similar awards in relation to the disclosure of material nonpublic information. If we were to grant any stock options or similar awards in the future, we expect that we would adopt a policy not to time the grant of stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and likewise not time the public release of such information based on stock option grant dates.
Risk Assessment and Mitigation Related to Compensation Policies
Risk Assessment and Mitigation Related to Compensation Policies The Board and the Compensation Committee have reviewed the Company’s compensation policies and practices as they apply generally to employees and believe that these policies and practices do not encourage excessive or unnecessary risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. Management also regularly assesses the risks arising from the Company’s compensation policies and practices. As part of this process, management reviews the design features, performance metrics and approval mechanisms applicable to the Company’s compensation programs for employees generally, including base salaries, incentive compensation plans and equity-based compensation awards, in order to evaluate whether any of these policies or programs could create risks that are reasonably likely to have a material adverse effect on the Company. The Company’s broader governance framework also helps mitigate compensation-related risk. These features include the Company’s clawback policy, prohibitions on short sales, hedging transactions and pledging under the Company’s insider trading policy, the Severance Plan’s double-trigger change-in-control equity acceleration framework and the Company’s limited use of perquisites. See “Corporate Governance—Short-Selling, Hedging and Pledging Prohibitions,” “Corporate Governance—Clawback Policy,” “Corporate Governance—Insider Trading Policy” and “Corporate Governance—Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.” The Company’s compensation policies and practices for employees generally, including the executive compensation program described in this CD&A, are intended to provide a balanced compensation package that is competitive in the market and appropriate to each executive’s role and responsibilities. The Company’s compensation program is designed to provide a balanced mix of fixed and variable pay, short-term and long-term incentives, and cash and equity compensation. The annual cash incentive program is tied to a pre-established Company financial measure, while the annual long-term incentive program combines service-based vesting and a three-year performance period with multiple financial metrics. Because these incentive programs incorporate both short-term and long-term objectives and include meaningful vesting and performance conditions, the Company believes that the structure of its compensation program discourages excessive short-term risk-taking and aligns the interests of executives and other managers with those of stockholders. Accordingly, the Company does not believe that risks arising from these practices, or from its compensation policies and practices taken as a whole, are reasonably likely to have a material adverse effect on the Company.
Summary Compensation Table
Summary Compensation Table The following table sets forth, for fiscal years 2025, 2024 and 2023, a summary of the annual and long-term compensation for services in all capacities of the named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Dale Foster Director and Chief Executive Officer | 2025 | 600,000 | — | 1,468,420 | 936,000 | 11,750 | 3,016,169 | | | 2024 | 539,583 | — | 1,270,792 | 825,000 | 11,372 | 2,646,747 | | | 2023 | 500,000 | — | 2,696,232 | 552,000 | 15,551 | 3,763,783 | | Matthew Sullivan Vice President and Chief Financial Officer | 2025 | 285,000 | 40,962 | 573,157 | 259,350 | 11,750 | 1,170,219 | | Charles Bass Vice President and Chief Alliances Officer | 2025 | 375,000 | — | 509,052 | 341,250 | 10,083 | 1,235,385 | | | 2024 | 325,000 | — | 476,585 | 337,500 | 11,866 | 1,150,951 | | | 2023 | 325,000 | — | 374,970 | 220,800 | 13,231 | 934,001 | | Timothy Popovich Vice President and Chief Operating Officer | 2025 | 260,000 | 10,000 | 352,421 | 236,600 | 7,883 | 866,904 | | Vito Legrottaglie Former Vice President and Chief Information Officer | 2025 | 142,083 | 20,000 | 234,947 | — | 63,417 | 460,447 | | | 2024 | 275,000 | 38,500 | 211,809 | 225,000 | 12,030 | 762,339 | | | 2023 | 275,000 | 40,500 | 189,968 | 165,600 | 12,900 | 683,968 | | Andrew Clark Former Vice President and Chief Financial Officer | 2025 | 22,846 | — | — | — | 94,954 | 117,800 | | | 2024 | 330,000 | 50,000 | 572,888 | 337,500 | 8,816 | 1,299,204 | | | 2023 | 330,000 | 25,000 | 469,979 | 220,800 | 11,038 | 1,056,817 |
Summary Compensation Table
| (1) The amount included in “Stock Awards” is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 8, “Stockholder’s Equity and Stock Based Compensation” in the Company’s consolidated financial statements set forth in our Annual Report on Form 10-K for the assumptions made in determining stock award values. The values shown include RSUs and PSUs. Amounts included for PSUs represent the probable award value on the grant date, which has been determined as if the relevant performance conditions were achieved at target performance level. The maximum values of the PSUs on the grant date for the (i) 2025 awards were: Mr. Foster - $1,321,578, Mr. Sullivan - $290,747, Mr. Bass - $458,147, Mr. Popovich -$317,179 and Mr. Legrottaglie - $211,452, (ii) for the 2024 awards were: Mr. Foster - $1,143,730, Mr. Clark - $515,636, Mr. Bass - $428,944 and Mr. Legrottaglie - $190,623 and (iii) for the 2023 awards were: Mr. Foster - $810,012, Mr. Clark - $422,966, Mr. Bass - $337,473 and Mr. Legrottaglie - $170,986. Actual attainment for these PSUs will be determined following the completion of their three-year performance period. |
Summary Compensation Table
| (2) Amounts for a given year in this column represent non-equity incentive compensation earned in that year, which were paid out in the subsequent year. For more information regarding the Performance Bonus Awards, see “Short-Term Cash Incentive Compensation” in the CD&A above. |
Summary Compensation Table
| (3) A detailed description of the items disclosed as “All Other Compensation” is set forth in the table below. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Dale Foster | 4/16/2025 | 360,000 | 720,000 | 1,080,000 | 16,708 | 33,412 | 50,120 | 22,276 | 1,468,420 | | Matthew Sullivan | 1/29/2025 | — | — | — | — | — | — | 7,624 | 250,105 | | | 4/16/2025 | 99,750 | 199,500 | 299,250 | 3,676 | 7,352 | 11,028 | 4,900 | 323,052 | | Charles Bass | 4/16/2025 | 131,250 | 262,500 | 393,750 | 5,792 | 11,584 | 17,376 | 7,720 | 509,052 | | Timothy Popovich | 4/16/2025 | 91,000 | 182,000 | 273,000 | 4,012 | 8,020 | 12,032 | 5,344 | 352,421 | | Vito Legrottaglie(6) | 4/16/2025 | 85,250 | 170,500 | 255,750 | 2,672 | 5,344 | 8,016 | 3,564 | 234,947 | | Andrew Clark(7) | — | — | — | — | — | — | — | — | — |
2025 Grants of Plan-Based Awards
| (1) Represents potential payouts under our annual incentive awards for the fiscal year ended December 31, 2025. Actual award amounts are not guaranteed and are determined at the discretion of the Compensation Committee, which may consider an individual’s performance during the period. For additional information, see “Short-Term Cash Incentive Compensation” of our CD&A above. Actual payouts are reflected in the Non-Equity Incentive Plan Compensation column of the 2025 Summary Compensation Table. |
2025 Grants of Plan-Based Awards
| (2) The threshold illustrates the smallest payout that can be made if all of the pre-established performance objectives are achieved at the minimum achievement level. The target is the payout that can be made if the pre-established performance objectives have been achieved at the target achievement level. The maximum is the greatest payout that can be made if the pre-established maximum performance objectives are achieved or exceeded at the outperform achievement levels. Actual payouts may be more or less than these amounts and are at the discretion of the Compensation Committee. |
2025 Grants of Plan-Based Awards
| (3) Amounts represent awards made under the Company’s long-term incentive compensation program and granted pursuant to the 2021 Plan. The shares related to the April 16, 2025 awards represent the range of shares that may be released at the end of the performance period for the PSU award, which is January 1, 2025 to December 31, 2027. If the minimum threshold performance percentage of the internally established financial goals is not achieved, no PSUs will vest for the executive officers. |
2025 Grants of Plan-Based Awards
| (4) The RSUs granted on April 16, 2025, as part of our annual awards process, vest in equal installments over the first three anniversaries following the grant date. The RSUs granted to Mr. Sullivan in connection with his promotion to Chief Financial Officer on January 29, 2025, vest quarterly installments over four years, subject to his continued service. |
2025 Grants of Plan-Based Awards
| (5) The fair value of RSUs and PSUs is calculated using the closing stock price on the date of the grant, based on the probable outcome of the performance conditions. For purposes of the PSUs the probable award value has been determined as if the relevant performance conditions were achieved at target performance level. |
2025 Grants of Plan-Based Awards
| (6) Mr. Legrottaglie departed the Company on June 13, 2025 and the awards granted during fiscal year 2025 were forfeited. |
2025 Grants of Plan-Based Awards
| (7) Mr. Clark departed the Company on January 10, 2025 and did not receive any grants of awards during fiscal year 2025. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table A discussion of 2025 salaries, bonuses, incentive plans and awards is set forth in “Compensation Discussion and Analysis,” including a discussion of the material terms and conditions of the 2021 Plan, 2025 RSUs, PSUs and cash bonuses. The Compensation Committee’s policy for allocating between currently paid and long-term compensation is to provide an appropriate level of fixed cash compensation, while emphasizing variable and long-term incentives that are tied to Company performance and stockholder value creation. Target annual cash incentive opportunities for our named executive officers ranged from 55% to 120% of such executive’s salary. Pursuant to the Compensation Committee’s compensation philosophy, long-term incentive awards also make up a substantial portion of our named executive officers’ compensation. For awards granted under the 2021 Plan, the RSUs represent 40% of the total target annual award and the PSUs represent 60% of the total target annual award.
Outstanding Equity Awards
Outstanding Equity Awards The following table shows the number of shares of Common Stock covered by unvested Restricted Stock and RSUs - held by the Company’s named executive officers on December 31, 2025.
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| Name | Stock Awards | | Equity Incentive Plan Awards | | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | | Dale Foster | 72,236 | 1,856,285 | 188,772 | 4,850,968 | | Matthew Sullivan | 21,384 | 549,515 | 11,028 | 283,392 | | Charles Bass | 29,800 | 765,786 | 71,984 | 1,849,757 | | Timothy Popovich | 17,704 | 454,949 | 31,032 | 797,445 | | Vito Legrottaglie(5) | — | — | — | — | | Andrew Clark(6) | — | — | — | — |
Outstanding Equity Awards at December 31, 2025
| (1) In April 2025, Messrs. Foster, Sullivan, Bass and Popovich were awarded 22,276, 4,900, 7,720 and 5,344 RSUs, respectively, under the 2021 Plan that vest over 3 equal annual installments. In January 2025, Mr. Sullivan was awarded 7,624 shares of Restricted Stock under the 2021 Plan that vest over 16 equal quarterly installments. In May 2024, Mr. Sullivan was awarded 6,720 shares of Restricted Stock under the 2021 Plan that vest over 16 equal quarterly installments. In February 2024, Messrs. Foster, Bass and Popovich were awarded 33,780, 12,668 and 8,444 RSUs, respectively, under the 2021 Plan that vest over 3 equal annual installments. In May 2023, Messrs. Sullivan and Popovich were awarded 8,000 and 12,000 shares of Restricted Stock, respectively, under the 2021 Plan that vest over 16 equal quarterly installments. In April 2023, Messrs. Foster and Bass were awarded 27,844 and 11,600 RSUs, respectively, under the 2021 Plan that vest over 3 equal annual installments. In February 2023, Messrs. Foster and Bass were awarded 72,656 and 39,144 shares of Restricted Stock, respectively, under the 2021 Plan that vest over 16 equal quarterly installments. In November 2022, Mr. Sullivan was awarded 20,000 shares of Restricted Stock under the 2021 Plan that vest over 16 equal quarterly installments. In June 2022, Mr. Popovich was awarded 20,000 shares of Restricted Stock under the 2021 Plan that vest over 16 equal quarterly installments. In May 2022, Messrs. Sullivan and Popovich were awarded 12,000 and 12,000 shares of Restricted Stock, respectively, under the 2021 Plan that vest over 16 equal quarterly installments. |
Outstanding Equity Awards at December 31, 2025
| (2) The market value is based on the closing stock price of the Common Stock of $25.70 on December 31, 2025, the last trading day of 2025. |
Outstanding Equity Awards at December 31, 2025
| (3) Per the terms of the underlying RSU and Restricted Stock agreements, if the executive’s employment with the Company terminates due to death or disability, the RSUs shall immediately become fully vested. |
Outstanding Equity Awards at December 31, 2025
| (4) In April 2025, Messrs. Foster, Sullivan, Bass and Popovich were awarded 33,412, 7,352, 11,584, and 8,020 PSUs, respectively, under the 2021 Plan that vest upon the conclusion of a three-year performance period concluding at the end of fiscal 2027. In February 2024, Messrs. Foster, Bass and Popovich were awarded 50,672, 19,004 and 12,668 PSUs, respectively, under the 2021 Plan that vest upon the conclusion of a three-year performance period concluding at the end of fiscal 2026. In April 2023, Messrs. Foster and Bass were awarded 41,764 and 17,400 performance-based RSUs, respectively, under the 2021 Plan that vest upon the conclusion of a three-year performance period concluding at the end of fiscal 2025. These awards are reported assuming payout at maximum award levels, pursuant to SEC rules, because performance for the last completed fiscal year or fiscal years within the applicable performance period exceeded the target performance level as of December 31, 2025. Actual shares delivered, if any, remain subject to achievement of the applicable performance conditions over the full performance period and satisfaction of any remaining service-based vesting requirements. |
Outstanding Equity Awards at December 31, 2025
| (5) In connection with Mr. Legrottaglie’s departure, he received accelerated vesting of 7,228 RSUs and 11,020 PSUs, and all other outstanding equity awards were forfeited. |
Outstanding Equity Awards at December 31, 2025
| (6) In connection with Mr. Clark’s departure, he received accelerated vesting of 19,556 RSUs and 29,424 PSUs, and all other outstanding equity awards were forfeited. |
Stock Vested Table
Stock Vested Table The table below shows the number of shares of Common Stock acquired during 2025 upon the vesting of Restricted Stock, RSUs and PSUs.
Stock Vested Table
| Name | Stock Awards | | | | Number of Shares Acquired On Vesting (#) | Value Realized On Vesting ($) | | Dale Foster | 49,948 | 1,445,779 | | Matthew Sullivan | 14,576 | 408,107 | | Charles Bass | 24,380 | 700,183 | | Timothy Popovich | 13,548 | 391,565 | | Vito Legrottaglie | 27,356 | 748,855 | | Andrew Clark | 48,980 | 1,389,529 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following tables illustrate the payments that would have been due to the NEOs upon a qualifying termination of employment either without a change in control or in connection with a change in control. Because Messrs. Clark and Legrottaglie separated from the Company during fiscal 2025 and the amounts and benefits actually provided to them in connection with their separations are described below under “Severance and Change-in-Control Arrangements,” they are not included in the following hypothetical potential payments tables. Payments are calculated in accordance with the Severance Plan and the individual award agreements in place on December 31, 2025, as if each executive was terminated without cause on December 31, 2025. Severance Benefits of Eligible Executive Following Covered Termination Outside Change in Control Period
Potential Payments Upon Termination or Change in Control
| Name | Payment based on salary, including COBRA ($) | Payment based on incentive compensation ($) | Accelerated Vesting of equity awards ($) | Total ($) | | Dale Foster | 948,974 | 720,000 | — | 1,668,974 | | Matthew Sullivan | 317,649 | 199,500 | — | 517,149 | | Charles Bass | 407,649 | 262,500 | — | 670,149 | | Timothy Popovich | 292,649 | 182,000 | — | 474,649 |
Potential Payments Upon Termination or Change in Control
Severance Benefits of Eligible Executive Following Covered Termination Within Change in Control Period
Potential Payments Upon Termination or Change in Control
| Name | Payment based on salary, including COBRA ($) | Payment based on incentive compensation ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | | Dale Foster | 1,265,298 | 720,000 | 5,626,930 | 7,612,229 | | Matthew Sullivan | 476,474 | 199,500 | 738,443 | 1,414,417 | | Charles Bass | 611,474 | 262,500 | 1,484,493 | 2,358,467 | | Timothy Popovich | 438,974 | 182,000 | 986,578 | 1,607,552 |
Potential Payments Upon Termination or Change in Control
The accelerated vesting on equity awards amounts above include unvested restricted stock grants and unvested RSU grants through December 31, 2025, valued at the closing stock price of $25.70 on December 31, 2025. Under the Severance Plan, upon a qualifying termination in connection with a change in control, the service-based vesting condition for such awards would accelerate, but the amount, if any, that becomes vested would remain subject to actual attainment of the applicable performance goals through the end of the relevant performance period. Because the ultimate payout remains performance-dependent, we have assumed target level achievement. While we have assumed target level achievement with respect to PSUs solely for purposes of this table, PSUs would be earned based on actual performance determined at the end of the relevant performance period. Payments or Benefits in Connection with a Change in Control Pursuant to Mr. Foster’s Participation Agreement, in the event of a change in control, if an unvested equity award held by Mr. Foster would terminate prior to Mr. Foster having the opportunity to meet the relevant vesting conditions, or would be cashed out, then such awards shall fully vest (at target level for PSUs) as of the date of the change in control. In such circumstance, Mr. Foster would receive $5,626,930 in unvested restricted stock grants and unvested RSU and PSU grants valued at the closing stock price of $25.70 on December 31, 2025. NEO Departures On January 9, 2025, the Company and Andrew Clark, the Company’s then Chief Financial Officer, mutually agreed that Mr. Clark would resign from his positions as Chief Financial Officer and Vice President, effective January 10, 2025. In connection with Mr. Clark’s release and waiver of claims against the Company and service as a consultant to the Company, the Company agreed to provide the following payments and benefits: (i) consulting compensation in the aggregate amount of $86,795, payable in three equal amounts on February 14, 2025, March 14, 2025, and April 15, 2025, (ii) $8,159 for the cost of COBRA health insurance from February 1, 2025 through April 30, 2025, and (iii) the continued vesting of 19,556 RSUs if he continued his service as a consultant through April 15, 2025 and the accelerated vesting of 29,424 PSUs on April 15, 2025, which had a value of $787,386, determined based on the closing stock price of $26.76 on April 15, 2025. Mr. Clark did not receive any payments or benefits under the Severance Plan in connection with his resignation. On June 13, 2025, the Company and Vito Legrottaglie, the Company’s then Chief Information Officer, entered into a separation agreement, under which Mr. Legrottaglie’s employment concluded effective as of June 13, 2025. In consideration for Mr. Legrottaglie’s release and waiver of claims against the Company, the Company agreed to the following payments and benefits in lieu of any other benefits and payments that may be due to Mr. Legrottaglie under the Severance Plan: (i) consulting compensation in the aggregate amount of $51,667, payable in two equal installments on July 15, 2025 and August 15, 2025, and (ii) accelerated vesting of 7,228 RSUs and 11,020 PSUs on June 13, 2025, which had a total value of $483,891, determined based on the closing stock price of $26.52 on June 13, 2025.
Pay Ratio
Pay Ratio As required by Item 402(u) of Regulation S-K, the Company is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Mr. Foster, the Company’s Chief Executive Officer who was serving in such office on December 31, 2025.
Pay Ratio
| • | The total compensation of the median employee of the Company was $71,225. |
Pay Ratio
| • | The annual total compensation of Mr. Foster, the Company’s Chief Executive Officer, was $3,016,169. |
Pay Ratio
| • | Based on this information, the ratio of the annual total compensation of the Company’s Chief Executive Officer to the median employee total compensation was 42:1. |
Pay Ratio
To identify the median employee and determine such employee’s annual total compensation in the last fiscal year, the Company assessed its employee population as of December 31, 2025, and determined employee compensation using the 12-month period ending December 31, 2025. On this date, the Company’s employee population consisted of 411 individuals, excluding Mr. Foster. We excluded ten employees based in two non-U.S. countries from our analysis under the de minimis exemption, which allows us to exclude up to 5% of our total non-U.S. employees. This exemption was applied when identifying the median employee, resulting in the exclusion of employees from the following countries: Netherlands (7) and Germany (3). The Company identified its median employee by: (i) calculating total cash compensation as the sum of salary, bonus and commissions, for the Company’s employees; (ii) ranking the total cash compensation of all employees except for the Chief Executive Officer from lowest to highest; and (iii) picking the employee who was in the middle of the list. The Company used its actual employee population as opposed to a statistical sampling or other method. Compensation paid to non-U.S. employees was converted to U.S. dollars based on the average foreign exchange rates for the calendar year 2025. We did not make any cost-of-living adjustments in identifying the median employee. The Company determined the annual total compensation of the median employee by using the same calculation methodology for 2025 total compensation as used for the Chief Executive Officer’s “Total Compensation” as reflected in the Summary Compensation Table. Our pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The pay ratio reported by other companies may not be comparable to ours because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (“PEO”) and other named executive officers, and certain financial performance measures for the Company. Refer to the CD&A above for further information concerning the Company’s variable pay-for-performance philosophy, the metrics used by the Company to align executive compensation with Company performance, and how the Compensation Committee makes its decisions.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total For Non-PEO NEOs(3) | Average Compensation Actually Paid To Non-PEO NEOs(4) | Value Of Initial Fixed $100 Investment Based On: | | Net Income (in thousands)(7) | Constant- Currency EBITDA (in thousands)(8) | | | | | | | Total Shareholder Return(5) | S&P 500 Computer & Electronics Retail IndexTotal Shareholder Return(6) | | | | 2025 | $2,147,758 | $1,120,669 | $857,330 | $463,462 | $565.69 | $83.94 | $21,330 | $36,676 | | 2024 | $1,884,260 | $3,352,674 | $818,575 | $1,589,515 | $693.32 | $102.11 | $18,610 | $29,895 | | 2023 | $3,223,774 | $1,706,585 | $684,612 | $812,018 | $291.98 | $88.15 | $12,323 | $20,479 | | 2022 | $1,482,930 | $673,899 | $843,401 | $457,582 | $172.81 | $86.19 | $12,497 | $19,598 | | 2021 | $1,031,203 | $1,222,437 | $822,226 | $653,774 | $188.44 | $104.47 | $9,198 | $14,007 |
Pay Versus Performance Table
| (1) Our principal executive officer for each of the years shown was Mr. Foster, Chief Executive Officer. The dollar amounts set forth in this column (b) represent the amounts of total compensation reported for Mr. Foster in the “Total” column of Summary Compensation Table for each applicable year. |
Pay Versus Performance Table
| (2) The amounts set forth in this column (c) represent the amount of “compensation actually paid” to Mr. Foster, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by Mr. Foster during fiscal years 2025, 2024, 2023, 2022 and 2021; rather, they reflect Mr. Foster’s total compensation, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to PEO | 2025 ($) | | Amounts reported under the “Stock Awards” column in the Summary Compensation Table | (600,008) | | Fair value of stock awards granted during year that remain unvested as of year end | (27,622) | | Fair value of stock awards granted during year that vest during year | — | | Change in fair value of stock awards from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | (297,137) | | Change in fair value of stock awards from prior year-end to vesting date of awards granted prior to year that vested during year | (102,322) | | Fair value of awards granted prior to that year that were forfeited during year | — | | Total Adjustments: | (1,027,090) |
Pay Versus Performance Table
| (3) The non-PEO NEOs for 2025 are Matthew Sullivan, Chief Financial Officer, Charles Bass, Chief Alliances Officer, Timothy Popovich, Chief Operating Officer, Vito Legrottaglie, former Chief Information Officer, and Andrew Clark, former Chief Financial Officer. The non-PEO NEOs for 2024, 2023, 2022, and 2021 were Andrew Clark, Chief Financial Officer, Charles Bass, Chief Alliances Officer, and Vito Legrottaglie, Chief Information Officer. The amounts set forth in this column (d) represent the average of the amounts reported for our NEOs as a group (excluding Mr. Foster) in the “Total” column of Summary Compensation Table for each applicable year. |
Pay Versus Performance Table
| (4) The amounts set forth in this column (e) represent the amount of “compensation actually paid” to our non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual amount of compensation paid to or earned by our non-PEO NEOs during fiscal years 2025, 2024, 2023, 2022 and 2021; rather, they reflect the average total compensation of our non-PEO NEOs, as reported in the “Total” column of the Summary Compensation Table for each applicable year, after the following adjustments: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” to Non-PEO NEOs | 2025 ($) | | Amounts reported under the “Stock Awards” column in the Summary Compensation Table | (244,704) | | Fair value of stock awards granted during year that remain unvested as of year end | (7,425) | | Fair value of stock awards granted during year that vest during year | (3,073) | | Change in fair value of stock awards from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year end | (89,633) | | Change in fair value of stock awards from prior year-end to vesting date of awards granted prior to year that vested during year | (49,033) | | Fair value of stock awards granted prior to that year that were forfeited during that year | — | | Total Adjustments: | (393,868) |
Pay Versus Performance Table
| (5) TSR is cumulative for the measurement periods beginning on December 31, 2021, and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
Pay Versus Performance Table
| (6) “Peer Group” represents the S&P 500 Computer and Electronics Retail Index, which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K. |
Pay Versus Performance Table
| (7) Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. |
Pay Versus Performance Table
| (8) While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, constant-currency EBITDA is our Company Selected Measure, which is the financial performance measure that, in our assessment, represents the most important performance measure used to link compensation actually paid to our NEOs to Company performance for fiscal year 2025. See Appendix A for a reconciliation of constant-currency EBITDA, a non-GAAP financial measure, to the most directly comparable GAAP measure and a description of how this measure is calculated from our audited financial statements. |
Relationship Between PEO and NEO Compensation Actually Paid, Company TSR, and S&P 500 Computer and Electronics Retail Index TSR
Relationship Between PEO and NEO Compensation Actually Paid, Company TSR, and S&P 500 Computer and Electronics Retail Index TSR
Relationship Between PEO and NEO Compensation Actually Paid and Net Income
Relationship Between PEO and NEO Compensation Actually Paid and Net Income
Relationship Between PEO and NEO Compensation Actually Paid and Constant-Currency EBITDA (Company Selected Measure)
Relationship Between PEO and NEO Compensation Actually Paid and Constant-Currency EBITDA (Company Selected Measure)
APPROVAL OF THE AMENDED AND RESTATED CLIMB GLOBAL SOLUTIONS, INC. 2021 OMNIBUS INCENTIVE PLAN
| ✔ | Annual compensation limit for non-employee director compensation |