Business Context and Reporting Period
This Form 8-K Current Report was filed by Distribution Solutions Group, Inc. (DSGR) on July 2, 2025, covering events occurring on June 26, 2025. The filing primarily addresses Item 5.02 regarding the appointment of a new executive officer and the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation terms.
Material Changes
The material change reported is the appointment of Barry Litwin as Chief Executive Officer of TestEquity LLC, a subsidiary of the Company, effective July 14, 2025. Mr. Litwin will also serve as an executive officer of the parent company and be designated as a Section 16 officer.
Management Commentary and Compensation Details
The filing details the terms of the CEO Employment Agreement entered into on June 26, 2025:
- Base Salary: $850,000 annually.
- Performance Bonus: Target of 100% of base salary, with a range of 0% to 150% for calendar years after 2025.
- Cash Signing Bonus: Equal to the target bonus amount, prorated for the 2025 employment period.
- Equity Signing Bonus: 70,000 restricted stock units (RSUs). 25% vests on the grant date, with the remainder vesting in 25% increments on each anniversary.
- Stock Options: A total of 270,000 nonqualified stock options granted at varying exercise prices ($35, $45, $55, and $70 per share), vesting 20% annually.
- Clawback Provisions: Both cash and equity signing bonuses are subject to clawback if employment terminates within the initial 18 months due to "Cause" or resignation without "Good Reason."
- Severance: In the event of termination without Cause or resignation for Good Reason, benefits include 12 months of base pay continuation, a 12-month COBRA subsidy, and payment of earned or prorated bonuses.
Investor Verification Checklist
- Verify the effective date of Barry Litwin's appointment (July 14, 2025) and his new role as CEO of TestEquity LLC.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "Cause" and "Good Reason" governing severance and clawback provisions.
- Confirm the vesting schedule and exercise prices for the 270,000 stock options granted.
- Check the press release (Exhibit 99.1) for additional strategic context regarding the leadership change.