Barry Litwin
About Barry Litwin
Barry Litwin was appointed Chief Executive Officer of TestEquity (a DSG business unit) effective July 14, 2025, and is designated as an executive officer and Section 16 officer of Distribution Solutions Group, Inc. . He previously served as CEO of Global Industrial Company (2019–2024), a ~$1.4B multi-channel industrial/MRO distributor, and holds a BS from Indiana University and an MBA in Operations Management from Loyola University Chicago (Quinlan School of Business) . Context on DSG performance: 2024 revenue was $1.80B (+14.9% YoY), Adjusted EBITDA was $175.3M (9.7% margin), and the stock price rose 9.0% from $31.56 to $34.40 during 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Global Industrial Company | Chief Executive Officer | 2019–2024 | Led strategic direction and day-to-day operations of a ~$1.4B multi-channel industrial/MRO distributor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No board or external roles disclosed in DSG filings/press materials |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base Salary | $850,000 | Annual base; subject to future increases at Compensation Committee’s discretion |
| Target Bonus % | 100% of base salary | Annual bonus program for years after 2025; payout range 0%–150% of base |
| 2025 Cash Signing Bonus | Prorated to period of employment in 2025, at target bonus level | Subject to clawback if terminated for “Cause” or resigned without “Good Reason” within initial 18 months |
Performance Compensation
RSU Signing Grant
| Grant Type | Shares | Vesting | Clawback Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | 70,000 | 25% vested on grant date; 25% on each anniversary of grant date | Equity signing bonus subject to clawback if terminated for “Cause” or resigned without “Good Reason” within initial 18 months |
Stock Options
| Tranche | Options Granted | Exercise Price | Vesting Schedule |
|---|---|---|---|
| A | 100,000 | $35 | 20% annually on each grant anniversary |
| B | 70,000 | $45 | 20% annually on each grant anniversary |
| C | 50,000 | $55 | 20% annually on each grant anniversary |
| D | 50,000 | $70 | 20% annually on each grant anniversary |
Notes:
- Option grants are nonqualified stock options; time-based vesting only per 8-K summary .
- Performance metrics and weightings for Barry’s annual bonus program are not disclosed; historically TestEquity AIP metrics include Adjusted EBITDA, Adjusted Net Sales, Working Capital, and DSG Equity Value, but no specific metrics/targets were provided for Barry’s plan .
Equity Ownership & Alignment
- Beneficial ownership: Not yet disclosed in the April 2025 proxy’s Section 16 table since Mr. Litwin’s appointment occurred in July 2025 .
- Anti-hedging: Company prohibits executives/directors from hedging Company stock (e.g., collars, swaps) .
- Clawback policy: Board adopted Nasdaq Rule 10D-1-compliant clawback; three-year lookback for incentive comp upon an accounting restatement, regardless of fault .
- Pledging: No pledging disclosures identified in available documents .
- Ownership guidelines: Not disclosed in proxy excerpts reviewed .
Employment Terms
- Agreement date and role: Employment Agreement dated June 26, 2025 with TestEquity; CEO role effective July 14, 2025 .
- Executive status: Designated as DSG executive officer and Section 16 officer .
- Term: At-will employment; standard restrictive covenant provisions referenced in agreement (sections cited in the agreement) .
- Severance (without Cause or for Good Reason): 12 months base pay continuation; taxable COBRA subsidy up to 12 months; earned but unpaid prior-year bonus; prorated current-year bonus, subject to requirements .
- Signing bonuses clawback: Cash and equity signing bonuses subject to clawback if terminated for “Cause” or resigned without “Good Reason” during the initial 18-month period .
Performance & Track Record (DSG/TestEquity context)
| Metric | 2024 Actual |
|---|---|
| DSG Revenue | $1.80B (+14.9% YoY) |
| DSG Adjusted EBITDA | $175.3M (9.7% margin) |
| TestEquity Net Sales | $770.4M |
| TestEquity Adjusted EBITDA | $55.5M |
| DSG Stock Price | $34.40 at 12/31/2024 (+9.0% YoY from $31.56) |
Management commentary introduced Barry on the Q2 2025 call as a transformational leader in overlapping end-markets for TestEquity and highlighted his prior work with DSG/LKCM Headwater teams .
Compensation Structure Analysis
- Equity-heavy, at-risk mix: Significant RSU and multi-strike stock option grants with multi-year vesting emphasize long-term alignment and value creation tied to stock appreciation .
- Immediate and staged vesting: 25% of RSUs vest on grant with remaining vest over three years; options vest 20% per year over five years—balancing retention and near-term alignment .
- Governance mitigants: Company-wide clawback policy per Nasdaq 10D-1 and anti-hedging reduce misalignment risk; no tax gross-ups for CIC under Company practices described in proxy .
Risk Indicators & Red Flags
- Insider selling pressure: 25% RSU immediate vesting creates a near-term liquid tranche; monitor Section 16 filings for any sales, though anti-hedging reduces risk of hedge-related pressure .
- Related party transactions: 8-K states none for Mr. Litwin under Item 404(a); no family relationships .
- Say-on-pay context: DSG’s 2024 say-on-pay approval was 99.96%, indicating broad shareholder support for the overall pay framework (company-wide) .
Investment Implications
- Alignment: Multi-strike options ($35–$70) and staged RSU vesting create long-dated incentives; equity value realization requires stock appreciation and tenure, supporting execution focus at TestEquity .
- Retention and transition risk: 12-month severance and 18-month clawback on signing bonuses provide retention hooks and disincentives for early departure; equity vesting schedules reinforce multi-year commitment .
- Monitoring catalysts: Watch upcoming proxy for Litwin-specific performance metrics and AIP targets; track Section 16 filings for RSU vest/sales, option grants/vests, and any amendments; assess TestEquity operating KPIs (Adjusted EBITDA, Net Sales, Working Capital) as historically used in AIP designs .