Distribution Solutions Group, Inc.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
View on SEC.govAbout this filing
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
Summary Table of Potential Payments Upon Termination or Change in Control
The following table outlines potential payments to our NEOs under existing contracts, agreements, plans or arrangements for various scenarios under termination or a CIC, assuming a December 31, 2025 termination date and the closing price of our common stock of $27.39 on that date. The termination benefits are further described in the foregoing Compensation Agreements section. Payments to Messrs. Knutson, Lanuza and Litwin may be reduced if it would result in the imposition of an excise tax under Code Section 280G and the reduction would result in the NEO receiving a greater amount net of tax payment. The actual amounts payable can only be calculated at the time of the event. This table only reflects amounts with respect to contracts and agreements that are beyond those benefits generally available to all salaried employees. In addition, upon termination, payments due to executives include distribution of any balance in the Lawson deferred compensation plan, any accrued and unpaid vacation and all other benefits that have been accrued but not yet paid.
In order for the NEOs to receive the acceleration of benefits listed below upon a CIC, termination of employment is required within a designated time period after the occurrence of a CIC. This approach is commonly referred to as a "double trigger" acceleration upon a CIC.
| Named Executive Officer · Termination After a Change ofControl · TerminationWithoutCause byDSG · VoluntaryTerminationfor Good Reason by Executive · Death · Disability | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| J. Bryan King (1) | ||||||||||
| Ronald J. Knutson (2)(3) | ||||||||||
| Base Salary | $1,050,000 | $1,050,000 | $1,050,000 | $1,050,000 | $1,050,000 | |||||
| Annual Incentive Plan | — | — | — | — | — | |||||
| 2023 RSUs (4) | 219,120 | 219,120 | 219,120 | 219,120 | 219,120 | |||||
| 2023 Options (5) | — | — | — | — | — | |||||
| Medical Benefits | 34,548 | 34,548 | 34,548 | 34,548 | 34,548 | |||||
| Cutback Deduction (6) | — | — | — | — | — | |||||
| Total | $1,303,668 | $1,303,668 | $1,303,668 | $1,303,668 | $1,303,668 | |||||
| Robert H. Connors (7) | ||||||||||
| Base Salary | $455,400 | $455,400 | $455,400 | $— | $— | |||||
| Annual Incentive Plan | — | — | — | — | — | |||||
| Medical Benefits | — | — | — | — | — | |||||
| Cutback Deduction | — | — | — | — | — | |||||
| Total | $455,400 | $455,400 | $455,400 | $— | $— | |||||
| Cesar A. Lanuza (2)(8) | ||||||||||
| Base Salary | $1,200,000 | $1,200,000 | $1,200,000 | $— | $— | |||||
| Annual Incentive Plan | — | — | — | — | — | |||||
| 2023 Options (5) | — | — | — | — | — | |||||
| 2024 RSUs (4) | 2,191,200 | 369,852 | — | 369,852 | 369,852 | |||||
| Medical Benefits | 49,562 | 49,562 | 49,562 | — | — | |||||
| Cutback Deduction (6) | — | — | — | — | — | |||||
| Total | $3,440,762 | $1,619,414 | $1,249,562 | $369,852 | $369,852 | |||||
| Barry Litwin (9) | ||||||||||
| Base Salary | $850,000 | $850,000 | 0 | $850,000 | 0 | $— | 0 | $— | ||
| Annual Incentive Plan | 850,000 | 850,000 | 850,000 | — | — | |||||
| 2025 RSUs (4) | 1,437,975 | 183,348 | 183,348 | 183,348 | 183,348 | |||||
| 2025 Options (5) | ||||||||||
| Medical Benefits | 0 | 0 | 0 | 0 | 0 | — | 0 | — | ||
| Cutback Deduction | — | — | — | — | — | |||||
| Total | $3,137,975 | $1,883,348 | $1,883,348 | $183,348 | $183,348 | |||||
(1) Mr. King does not receive any compensation in connection with his roles of Chairman, President & CEO.
(2) Termination payment does not include the payouts of deferred compensation of $2,957,420 and $40,747 due to Messrs. Knutson and Lanuza, respectively. These amounts are discussed above under the caption “Nonqualified Deferred Compensation”.
(3) Pursuant to Mr. Knutson's employment agreement, severance includes two (2) times his 2025 salary, full acceleration of outstanding equity, and two (2) years of benefits continuance.
(4) The value of accelerated RSUs are based on the Company's stock price as of December 31, 2025 ($27.39).
(5) Calculated as the number of unvested options multiplied by the spread between the Company's stock price as of December 31, 2025 ($27.39) and the exercise prices of the outstanding awards.
(6) Pursuant to the "better of" net payment terms upon a CIC in their respective employment agreements, Messrs. Knutson, Lanuza and Litwin would receive a full payment net of all taxes without a cut-back to preclude Sec. 4999 excise taxes.
(7) Pursuant to Mr. Connors' employment agreement, severance includes one (1) times his 2025 salary and one (1) year of benefits continuance.
(8) Pursuant to Mr. Lanuza's employment agreement, severance includes one (1) times his 2025 salary, full acceleration of outstanding equity, and one (1) years of benefits continuance.
(9) Pursuant to Mr. Litwin's employment agreement, severance includes one (1) times his 2025 salary, full acceleration of outstanding equity, and one (1) years of benefits continuance.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.