Pay vs Performance Disclosure - USD ($)
Apr. 30, 2022
Dec. 31, 2022
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
| Value of Initial Fixed $100 Investment Based on | ||||||||||||||||||||||||||||||||
| Year | SCT Total for PEO (1) | Compensation Actually Paid to PEO (1) | Average SCT Total for Non-PEO NEOs (2) | Average Compensation Actually Paid to Non-PEO NEOs (2) | Total Shareholder Return (3) | DSG Peer Group Total Shareholder Return (3) | Net Income (4) | Adjusted EBITDA (4) | ||||||||||||||||||||||||
| 2025 | $ | — | $ | — | $ | 2,205,981 | $ | 765,917 | $ | 107.6 | $ | 227.3 | $ | 8,345 | (5) | $ | 175,241 | (5) | ||||||||||||||
| 2024 | — | — | 1,390,124 | 1,407,286 | 135.1 | 218.7 | (7,332) | (5) | 175,257 | (5) | ||||||||||||||||||||||
| 2023 | — | — | 1,990,077 | 4,474,898 | 124.0 | 174.1 | (8,967) | (5) | 157,036 | (5) | ||||||||||||||||||||||
| 2022 | 211,021 | 192,805 | 1,904,708 | 2,046,997 | 72.4 | 127.7 | 7,406 | (6) | 113,858 | (6) | ||||||||||||||||||||||
| 2021 | 1,474,586 | 1,229,865 | 720,115 | 986,948 | 107.6 | 142.9 | (5,052) | (7) | 39,417 | (7) | ||||||||||||||||||||||
(1) Represents the following PEOs for each year:
•2021: Mr. DeCata
•2022: Represents Mr. DeCata and his role as PEO through his resignation date effective May 1, 2022. Represents Mr. King who was elected PEO effective May 1, 2022. Mr. King does not receive any compensation in connection with his role.
•2023 - 2025: Mr. King
(2) Represents the following NEOs for each year:
•2021: Messrs. Knutson and McCarthy
•2022: Messrs. Knutson and Lanuza
•2023: Messrs. Knutson and Lanuza.
•2024: Messrs. Knutson, Connors, Frazee and Lanuza.
•2025: Messrs. Knutson, Connors, Lanuza and Litwin.
PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
As discussed, Mr. King does not receive any compensation from the Company in his role as President & CEO. As such, there is not a reconciliation to compensation actually paid.
Average Non-PEO Summary Compensation Table Total to Compensation Actually Paid Reconciliation
| Year | Salary | Bonus and Non-Equity Incentive Compensation | Other Compensation (1) | SCT Table Total | Deductions from SCT Total (2) | Additions to SCT Total (3) | Compensation Actually Paid to Non-PEO NEOs | ||||||||||||||||
| 2025 | $ | 485,602 | $ | 87,498 | $ | 17,070 | $ | 2,205,981 | $ | 1,489,350 | $ | 49,286 | $ | 765,917 | |||||||||
(1) This column reflects “All Other Compensation” reported in the SCT for each year shown.
(2) This column reflects the aggregate grant date fair value of equity-based awards granted each year as reported in the Stock Awards and SPR/Option Awards columns of the SCT for the applicable year, calculated in accordance with FASB ASC Topic 718. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value.
(3) This column reflects the value of equity-based awards calculated in accordance with Item 402(v) of Regulation S-K as required pursuant to SEC rules and based on the Company's closing stock price on December 31, 2025 (the last trading day of the year) of $27.39. Compensation actually paid is determined by taking the “Total Compensation” column amount from the SCT for each covered fiscal year and adjusting as follows for our PEO and Non-PEO Named Executive Officers, respectively. No adjustments are provided for Mr. King as PEO since he does not receive any compensation with respect to his service to the Company.
Adjustments to Determine Average Compensation Actually Paid for Non-PEO NEOs
| Covered Fiscal Year | 2025 | |||||||
| Average SCT Total for Non-PEO NEOs | $ | 2,205,981 | ||||||
Pension Adjustments (1) | ||||||||
| Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | — | |||||||
| Add pension value attributable to covered fiscal year’s “service cost” | — | |||||||
| Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | — | |||||||
Equity Adjustments (2) | ||||||||
| Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year | 1,489,350 | |||||||
| Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | 446,200 | |||||||
| Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | — | |||||||
| Add the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that were outstanding and unvested at the end of the prior year | (295,266) | |||||||
| Add the change in fair value from the prior year-end to covered year-end for equity awards granted in prior fiscal years that vested during covered fiscal year | (101,648) | |||||||
| Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year | — | |||||||
| Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year | — | |||||||
| Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | — | |||||||
| Total Adjustments | $ | 765,917 | ||||||
(1) We do not sponsor or maintain any defined benefit pension plans and therefore, no adjustments were made related to pension value.
(2) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, “Compensation – Stock Compensation.” The assumptions used for the fair value valuations in this table were completed using assumptions that did not differ materially from those assumptions used to determine the grant date fair value of our equity awards reflected in the Summary Compensation Table. In order to properly value the option awards using the Black-Scholes model we use for such grant date fair value, we made appropriate adjustments to the grant date assumptions to reflect changes in the historical and implied stock price volatility, expected life (including remaining vesting periods, remaining expiration periods and option gain levels), dividend yield and risk-free interest rates as of each measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year.
As shown in the tables above, changes in the market price of our granted equity awards following the date of the grant impacts the level of compensation that is actually paid to the NEOs participating in the LTIP. To assist in understanding the changes in value of the equity awards reflected above, the following table reflects the value of one share of our common stock as of each of the following dates. If that date reflects a non-business day, the value reported is the last trading date of the applicable calendar year. As shown, the annual stock price appreciation from year-ending 2024 to 2025 is -20.4% and the 5-year appreciation from year-ending 2020 to 2025 is 7.6%.
(1) Stock price reflects the post-Stock Split adjusted price level.
(2) Stock price reflects the Lawson year-end stock price prior to the DSG merger date.
(3) Stock price reflects the merger date of the operating companies that comprise DSG.
Relationship between CAP and the Company’s Net Income over FY 2021 – 2025
The following graph depicts the relationship of the CAP received by our PEO and other NEOs in 2021, 2022, 2023, 2024 and 2025 to the Company’s Net Income.
Relationship between CAP and the Company’s Adjusted EBITDA over FY 2021 – 2025
The following graph depicts the relationship of the CAP received by our PEO and other NEOs in 2021, 2022, 2023, 2024 and 2025 to the Company’s Adjusted EBITDA.
Relationship between CAP and the Company's and the DSG Peer Group's Cumulative TSR over FY 2021 - 2025
| Most Important Performance Measures | |||||
Adjusted EBITDA | |||||
| Adjusted Net Sales | |||||
| Working Capital | |||||
| DSG Equity Value | |||||
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table ("SCT") in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2021, 2022, 2023, 2024 and 2025 calendar years.
(4) Net income and Adjusted EBITDA are shown in $000s.
(5) DSG consolidated operating results, including the results of acquisition activity subsequent to the date of acquisition.
(6) Includes the operating results of TestEquity and Gexpro Services for the full year, as well as the operating results of Lawson subsequent, but not prior to the April 1, 2022 merger date, in accordance with GAAP accounting guidance for reverse acquisitions, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
(7) Includes the combined results of Gexpro Services and TestEquity.
Required Tabular Disclosure of Most Important Measures to Determine FY 2025 CAP
The items listed below represent the most important measures used to determine CAP for 2025. While we utilize several financial performance measures to align executive compensation with the Company’s performance, not all of those measures are represented in the table below. For further information on these measures, see “Compensation Discussion and Analysis.”
All information provided above under the “Pay vs. Performance Table” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Other NEOs Granted Pay Opportunity, Realizable and Realized Compensation
The Summary Compensation Table on page 51 reports the grant date fair value of equity awards in accordance with ASC 718 measurement guidance – the “granted pay opportunity.” We believe that understanding the actual value of equity awards granted to our NEOs provides greater insight into the alignment with the Company’s retention and motivation objectives. The chart below illustrates the aggregate realizable and realized compensation for Messrs. Knutson and Lanuza over the three-year performance period, the 2024-2025 realizable and realized compensation for Mr. Connors and the 2025 realizable and realized compensation for Mr. Litwin. Realizable compensation is lower than the granted pay opportunity due to a majority of the granted and outstanding awards consisting of non-qualified stock options that are "out of the money" and will only realize value in the event of further appreciation in the Company's stock price.
(1) The 2023-2025 aggregate granted pay opportunity, realizable and realized compensation for Mr. Knutson covers the entire performance cycle, as well as from Mr. Lanuza's hire date of April 4, 2022 through December 31, 2025. The granted pay opportunity for Mr. Connors is based on 2024 and 2025 compensation and the granted pay opportunity for Mr. Litwin is based on 2025 compensation.
(2) In the chart above, “Granted Pay Opportunity” equals the sum of the three prior years (i.e., 2023-2025): (i) salary (as reported in the SCT on page 51), (ii) target award opportunity of AIP, and (iii) the grant date fair-value of LTIP awards as reported in the SCT.
(3) In the chart above, “Realizable Pay” equals the sum of the three prior years: (i) salary earned, (ii) AIP earned, and (iii) the value of all earned long-term incentive awards for the completed performance cycle, as well as unvested LTIP awards for the ongoing performance cycle. All unvested long-term incentive awards are valued based on our stock price as of December 31, 2025 (the last trading day of the year) of $27.39.
(4) In the chart above, “Realized Pay” equals the sum of the three prior years: (i) salary earned, (ii) AIP earned, and (iii) the value of all earned LTIP awards for the completed performance cycle.
(5) The chart above does not include the equity incentives granted to Mr. Connors described in the "Equity-Based Incentives/Long-Term Incentive Plan ("LTIP")" section.