DISTRIBUTION SOLUTIONS GROUP INC (DSGR)
Sector: Industrials
2026 Annual Meeting Analysis
DISTRIBUTION SOLUTIONS GROUP INC · Meeting: May 14, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors
Edelson has served since 2009 with strong attendance; DSGR's 3-year return of 30.4% trails the peer group median by only 2.2 percentage points, well below the 65-point gap needed to trigger an AGAINST vote, and no other policy flags apply.
Hillman is a CPA and former Ernst & Young audit partner serving as Lead Independent Director and Audit Committee Chair with strong financial credentials; the 3-year peer TSR gap of 2.2 percentage points is far below the 65-point trigger threshold, and attendance is excellent at 97%+.
King serves as Chairman, President, and CEO and accepts no compensation from the company; the 3-year peer TSR underperformance gap of 2.2 percentage points is well below the 65-point threshold needed to trigger an AGAINST vote under the TSR policy, so no trigger fires.
Moon has relevant operational and distribution industry experience and strong attendance; the 3-year peer TSR gap of 2.2 percentage points is far below the 65-point trigger threshold, and no other policy flags apply.
Rhodes has financial and distribution industry experience and serves as Compensation Committee Chair; the 3-year peer TSR gap of 2.2 percentage points is far below the 65-point trigger threshold, and attendance is strong.
Wallace joined in 2023, placing him within the 24-month new-director exemption window for the TSR trigger, and he brings relevant private equity and industrial distribution investment expertise.
Zamarripa brings deep experience founding and leading industrial distribution companies and has excellent attendance; the 3-year peer TSR gap of 2.2 percentage points is far below the 65-point trigger threshold.
All seven directors receive a FOR vote. DSGR's 3-year total shareholder return of 30.4% trails the compensation peer group median by only 2.2 percentage points, far below the 65-point underperformance threshold applicable when absolute 3-year returns are above 20%. No director is overboarded, attendance across the board averaged over 97%, and the board includes an audit committee financial expert. M. Bradley Wallace joined in 2023 and is exempt from the TSR trigger as a director within the 24-month new-director window.
Say on Pay
✓ FORCEO
Barry Litwin
Total Comp
$6,725,284
Prior Support
99.84%%
The CEO of TestEquity, Barry Litwin, received $6.7 million in total compensation as a new hire in 2025, the vast majority of which was a large initial equity grant (stock options with exercise prices ranging from $35 to $70, all above the grant-date stock price, plus restricted stock units) designed to align his interests with shareholders and only pay out with meaningful stock price appreciation — this is an atypical new-hire situation rather than ongoing elevated pay. The chairman and CEO of DSG, J. Bryan King, accepts zero compensation, which significantly reduces aggregate named executive pay. The other named executives received modest total compensation with pay heavily weighted toward variable, performance-linked elements, and the company maintains strong governance practices including a meaningful clawback policy, an anti-hedging policy, no tax gross-ups, and an independent compensation consultant. The prior Say-on-Pay vote received 99.84% support, reflecting strong shareholder endorsement of the compensation structure.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,650,000
Non-Audit Fees
$7,648
Non-audit fees paid to Grant Thornton in 2025 were only $7,648 — less than 0.3% of total audit fees — well below the 50% threshold that would raise independence concerns; no material restatements were disclosed; and Grant Thornton is a large national firm appropriate for a $1.2 billion market cap company. Auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire and a FOR vote applies per policy.
Overall Assessment
The 2026 DSGR annual meeting presents four proposals: election of seven directors (all recommended FOR given minimal peer TSR underperformance of only 2.2 percentage points versus the 65-point policy threshold), ratification of Grant Thornton LLP (FOR, with non-audit fees representing less than 0.3% of total fees), an advisory Say-on-Pay vote (FOR, supported by zero CEO compensation from the controlling chairman-CEO, strong governance practices, and 99.84% prior-year support), and an equity plan amendment (outside current policy scope). No stockholder proposals appear on the ballot.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing