receives an annual fee of $40,000, the Chair of the Audit Committee receives an annual fee of $25,000, the Chair of the now disbanded Risk and Security Committee received an annual fee of $20,000, and the Chair of the Nominating and Corporate Governance Committee and the Chair of the Compensation Committee each receives an annual fee of $15,000. In addition, on June 18, 2024, each of Messrs. Bryant, Geygan, McCarthy, Scorziello and Mses. Boren and Gold received a grant of 1,774 shares of restricted stock, which vest at the earlier of: (i) the Meeting or (ii) one year from the date of grant. On January 28, 2025, the Board approved the acceleration of Mr. Geygan’s shares upon his resignation from the Board effective February 28, 2025, in recognition of his years of service on the Board.
Short-Selling, Hedging and Pledging Prohibitions
We do not permit our directors, executive officers or employees, or any of their designees, to speculate in the Common Stock of Climb Global Solutions, Inc., which includes, without limitation, “short-selling” and/or buying publicly traded options. We also do not permit our directors, executives or employees, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities (i) granted to the employee or director by the Company as part of his or her compensation or (ii) held, directly or indirectly, by the employee or director.
Code of Ethics and Business Conduct and Anti-Corruption Policies
The full text of the Code of Ethics and Business Conduct and Anti-Corruption Policies, which applies to all employees, officers, and directors of the Company, including our Chief Executive Officer and Chief Financial Officer is available in the Governance Documents section under the Governance tab of our website at http://www.climbglobalsolutions.com/. The Company will disclose any amendment to, or waiver from, a provision of the Code of Ethics and Business Conduct and Anti-Corruption Policies that applies to our Chief Executive Officer and Chief Financial Officer on our investor relations website.
Family Relationships
There are no family relationships among any of the executive officers and directors of the Company.
Clawback Policy
The Company maintains a clawback policy in compliance with SEC rules and NASDAQ listing standards (the “Clawback Policy”). Our Clawback Policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. The amount required to be recovered is the excess of the amount of incentive-based compensation actually received over the amount that otherwise would have been received had it been determined based on the restated financial measure.
Insider Trading Policy
We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as exhibit 19.1 to our Annual Report on Form 10-K for our fiscal year ended December 31, 2024. In addition, it is the Company’s policy to comply with applicable laws and regulations relating to insider trading.
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 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 to not 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.
