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Distribution Solutions Group Inc

For the period ended Apr 10, 2025. Filed Apr 10, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 10, 2025 · Filed Apr 10, 2025

DSGR$34.93-0.1%Stored close · as of Nov 6, 2026
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under § 240.14a-12

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301 Commerce Street, Suite 1700

Fort Worth, TX 76102

Dear Fellow Stockholders:

You are cordially invited to attend our Annual Meeting of Stockholders of Distribution Solutions Group, Inc. ("DSG", the "Company", "we" or "us"), which will be held solely online via live webcast at 10:00 a.m., Central Time, on Thursday, May 22, 2025. Further information about the meeting and the matters to be considered is contained in the formal Notice of Annual Meeting of Stockholders and Proxy Statement on the following pages.

We were pleased with our full year financial and operational performance. Revenues expanded by 14.9% to $1.8 billion and our profitability metrics improved for the year. The team successfully executed five strategic acquisitions to expand our geographic footprint, service capabilities, and product offerings. In 2024, we continued to deliver results aligned with our strategic initiatives and achieved significant progress toward our long-term value-creation goals. Our mission is to accelerate growth through high value acquisitions and organic growth, and advance strategic initiatives that leverage people and technology. Our leadership team worked tirelessly to improve our customer intimacy, grow wallet share, and drive profitability. We are confident that a culture of accountability and continuous improvements will deliver improving results and compounding cash flow. We have a robust acquisition pipeline, which we expect to continue accelerating growth in 2025 and beyond. Our vision remains to fully leverage and scale our distinct platform of products, solutions, and capabilities to expand and capture market share through organic and inorganic growth, as well as long-term profitability and cash flow, creating long-term value for our stockholders.

It is important that your shares be represented at this meeting. Whether or not you plan to attend, we hope that you vote using one of the available voting options outlined on your proxy card.

I am proud of our team’s dedication and progress and want to thank the Board and all of our stakeholders for making 2024 a successful year.

Sincerely,

J. Bryan King

Chairman, President, and Chief Executive Officer

301 Commerce Street, Suite 1700

Fort Worth, TX 76102

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

May 22, 2025

TO THE STOCKHOLDERS:

We are very pleased that this year’s Annual Meeting will again be a virtual meeting of stockholders, which will be conducted solely online via live webcast on May 22, 2025, at 10:00 a.m., Central Time. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically by visiting: www.meetnow.global/MPTDYQ5 on the meeting date and time described in the accompanying Proxy Statement.

We continue to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. We believe that hosting a virtual meeting will enable greater stockholder attendance and participation from any location around the world.

What will I be voting on?

ProposalsPage NumberBoard Recommendation
Election of seven directors8FOR each nominee
Ratification of the Appointment of Grant Thornton, LLP12FOR
To approve, on an advisory basis, the compensation of our named executive officers (say-on-pay)13FOR
Transaction of such other business as may properly come before the meeting or any adjournment or postponement thereof.

Who is entitled to vote at the Annual Meeting?

You may vote at the meeting if you were a Distribution Solutions Group, Inc. stockholder of record at the close of business on the record date. The Board of Directors of the Company (the “Board” or “Board of Directors”) has fixed the close of business on April 2, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Accompanying this Notice is a Proxy, a Proxy Statement and a copy of the Company's 2024 Annual Report on Form 10-K.

Important Note Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 22, 2025: A copy of this Notice, the accompanying Proxy Statement and the Company's 2024 Annual Report on Form 10-K are available at www.edocumentview.com/DSGR.

By Order of the Board of Directors

Richard D. Pufpaf

Secretary

Fort Worth, Texas

April 10, 2025

The accompanying Proxy Statement is dated April 10, 2025, and the accompanying Proxy Statement and form of proxy are first being sent to Company stockholders on or about April 10, 2025.

TABLE OF CONTENTS

Page
Questions and Answers about the 2025 Annual Meeting and Voting4
Proposal One - Election of Directors8
Proposal Two - Ratification of the Appointment of Grant Thornton, LLP12
Proposal Three - Advisory Vote to Approve Named Executive Officer Compensation13
Share Ownership of Certain Beneficial Owners and Management15
Corporate Governance17
Remuneration of Executive Officers24
Compensation Discussion and Analysis ("CD&A")24
Overview of 2024 Business Performance and Compensation24
Compensation Practices, Philosophy and Objectives25
Key Factors in Determining Executive Compensation25
Role of Compensation Committee in Setting Executive Compensation25
Role of Executives in Setting Compensation28
Compensation Committee Interlocks and Insider Participation28
Role of the Independent Compensation Consultant28
Response to Say-On-Pay Vote28
Current Elements of Named Executive Officer Compensation28
Elements of Total Compensation28
Base Salary29
Annual Incentive Plan (“AIP”)30
Equity-Based Incentives/Long-Term Incentive Plan (“LTIP”)37
Benefits and Retirement Plans38
Employment and Change-in-Control Contracts45
Tax and Accounting Considerations45
Report of the Compensation Committee46
Employment and Compensation Agreements47
2024 Summary Compensation Table49
All Other Compensation in 202450
Grants of Plan Based Awards in 202451
Outstanding Equity Awards on December 31, 202452
SPR/Option Exercises and Stock Vested in 202453
Non-qualified Deferred Compensation in 202454
Summary Table of Potential Payments Upon Termination or Change in Control55
Pay Ratio58
Director Compensation in 202459
Certain Relationships and Related Transactions60
Fees Billed to the Company by Grant Thornton, LLP63
Report of the Audit Committee of the Board of Directors65
Section 16(a) Beneficial Ownership Reporting Compliance66
Householding of Annual Meeting Materials66
Deadline for Receipt of Stockholder Proposals for 2026 Annual Meeting66
Appendix A68
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.