Distribution Solutions Group, Inc.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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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.
Dec 31, 2025 · Filed Apr 1, 2026
Contents
Elements of Total Compensation
In determining the type and amount of compensation for each eligible executive at our operating companies, other than our Chairman, President and CEO, we have used both annual cash compensation, which includes a base salary and an annual incentive award, as well as a long-term incentive opportunity, which is equity based. Additionally, certain NEOs received a pre-merger grant of time-based and performance-based equity interests that reward certain NEOs for achievement of long-term performance goals. Our compensation programs have been designed to encourage and reward the creation of long-term stockholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The Compensation Committee believes the mix of these forms of compensation, in the aggregate, supports the Company's overall compensation objectives of attracting top talent for executive positions, incentivizing such executive officers, motivating and rewarding the achievement of individual and company goals and aligning the interests of executive officers with those of our stockholders. We target total compensation within a reasonable range of market median, on average, and provide the opportunity to earn above median compensation for outperformance of our performance goals through our annual and long-term incentive plans.
The following table describes each executive compensation element utilized in 2025 for our NEOs based on the philosophy and objectives described above as well as each element's link to our compensation philosophy.
| CompensationElement | Philosophy Statement | Talent Acquisition and Retention | Accountability for Business Performance(Align to Stockholder Interests) | Accountability for Individual Performance(Support Company Performance and Value Creation) |
|---|---|---|---|---|
| Base Salary | We intend to provide base pay competitive to the market of industry peers and across other industries where appropriate. Our goal is to attract and retain talent that can deliver superior results and transform our business. | X | ||
| Annual Incentive Plan (1) | The 2025 AIP, as defined in the Annual Incentive Plan section, was designed to reward specific annual performance against business measures, such as Sales Revenue, Adjusted EBITDA, Working Capital and Equity Value, set by the Board at the start of the plan year. The amount of the 2025 AIP reward was determined by formula and can vary from 0% to 150% of an individual executive's original target incentive. | X | X | X |
| Long-Term Incentive Plan ("LTIP")(2) & Equity Incentives | The LTIP was designed to align NEOs with the long-term interests of stockholders. Starting in 2022, the primary focus of the long-term incentive program transitioned to equity awards primarily granted in the form of non-qualified stock options that were significantly "out of the money" and will only realize value in the event of significant appreciation in the Company's stock price. RSUs were granted as a retention incentive aligned with future changes to share price. | X | X | X |
| Other Compensation and Benefit Programs | DSG's operating companies offer employee benefits programs which include healthcare, life, disability, dental and vision benefits, as well as a 401(k) program and other federally provided programs outside of the United States. A deferred compensation program is also provided to a select group of our management, including our NEOs, to provide for tax-advantaged savings beyond the limits of qualified plans. | X | ||
(1) NEOs are eligible for the annual incentive plan based on performance against performance measures at the operating company level. Equity value is determined based on DSG performance. Mr. Knutson is also a participant in the Lawson operating company annual incentive plan based on his dual role.
(2) Mr. Connors is not a participant in the Company's LTIP; however, he entered into incentive agreements pre-merger whereby he is eligible for time-based and performance-based equity interests that would be payable in connection with a change-in-control or similar type of transaction.
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