I. Steven Edelson
About I. Steven Edelson
Independent director of Distribution Solutions Group (DSGR) since 2009 (age 65). Co-founder and non‑Managing Director of International Facilities Group (IFG) since June 1995; founding principal of IFG Development Group; Principal & Managing Director of The Mercantile Capital Group (Chicago-based PE). Director of Bionanosim (Israel), member of the Board of Governors of Hebrew University (Jerusalem), Trustee at the Truman Institute for Peace; NACD Board Leadership Fellow (2014); recipient of the 2005 Ellis Island Congressional Medal of Honor. The Board has determined Edelson is independent under Nasdaq rules, with expertise in capital management supporting board effectiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Facilities Group (IFG) | Co‑founder; Non‑Managing Director | Since June 1995 | Facilities development and management leadership |
| IFG Development Group | Founding Principal | Not disclosed | Development advisory services across real estate |
| The Mercantile Capital Group | Principal & Managing Director | Not disclosed | Private equity investment leadership (capital management) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bionanosim (Israel) | Director | Not disclosed | Drug delivery/discovery; board role |
| Hebrew University (Jerusalem) | Board of Governors | Not disclosed | Governance/academic oversight |
| Truman Institute for Peace | Trustee | Not disclosed | Non‑profit governance |
| NACD | Board Leadership Fellow | 2014 | Credential signaling governance training |
| Ellis Island Congressional Medal of Honor | Recipient | 2005 | Recognition for contributions |
Board Governance
- Committees and roles (2024 actuals; 2025 current chair updates):
- Compensation Committee: Member; 2024 Chair was Lee S. Hillman; 2025 Chair is Bianca A. Rhodes.
- Nominating & Corporate Governance Committee: Member; Chair is Mark F. Moon.
- Audit Committee: Not a member.
- Independence: Board determined Edelson is independent (Nasdaq).
- Attendance and engagement (2024):
- Board: 16/16 meetings attended (100%).
- Compensation Committee: 5/5 (100%).
- Nominating & Corporate Governance: 3/3 (100%).
- Independent directors held 16 executive sessions in 2024.
- Lead Independent Director: Lee S. Hillman oversees executive sessions, agenda setting, committee self-evaluations, succession, and stockholder communications.
- Related-party oversight: Audit Committee (independent members) reviews and approves all related party transactions and oversees ERM and cybersecurity.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 75,000 | Paid quarterly to non‑employee directors |
| Compensation Committee member retainer | 7,500 | Non-chair member |
| Nominating & Corporate Governance member retainer | 5,000 | Non-chair member |
| Special Committee one‑time payment | 75,000 | DSG merger evaluation work (not contingent on completion) |
| Total 2024 cash fees (Edelson) | 162,500 | Sum of above per director comp table |
Performance Compensation
| Grant | Units | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Regular-cycle RSU (2024) | 3,465 | 125,000 | Cliff-vest at 1-year anniversary of grant | None (time-based only) |
- Anti-hedging policy: Directors and executives prohibited from hedging Company stock (e.g., collars, swaps).
- Clawback policy: Nasdaq Rule 10D‑1 compliant, 3‑year lookback for incentive compensation following restatements (primarily for executives).
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Bionanosim | Director | Not disclosed | Scientific company; no reported DSG transactions |
| Hebrew University | Board of Governors | Non‑profit | Academic governance; no DSG ties disclosed |
| Truman Institute for Peace | Trustee | Non‑profit | No DSG ties disclosed |
- Compensation Committee Interlocks: None reported in 2024; members were independent and not Company employees.
- Control/ownership context: LKCM and affiliates (chaired by DSG Chair/CEO J. Bryan King) control a majority of shares, influencing director elections; several directors have LKCM ties (not Edelson). Registration rights granted to TestEquity/Gexpro holders.
Expertise & Qualifications
- Capital management and private equity leadership (Mercantile Capital Group) and long-tenure facility development expertise (IFG).
- Governance credentials (NACD Fellow) and international academic/non‑profit governance roles.
- Recognitions indicating civic impact and leadership (Ellis Island Medal).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| I. Steven Edelson | 94,053 | 0.2% | As of April 2, 2025; shares outstanding 46,570,343 |
| Unvested RSUs (Dec 31, 2024) | 3,465 | — | Regular-cycle grant; cliff vests after 1 year |
- Hedging/pledging: Hedging prohibited; no pledging disclosures noted.
- Section 16 compliance: Company reports all insiders (including directors) complied with Section 16(a) filings in 2024.
Governance Assessment
- Strengths:
- Proven independence and 100% attendance across Board and committee responsibilities in 2024, signaling strong engagement.
- Balanced director pay structure with mix of cash and time‑based RSUs that align with shareholder value without short‑term metrics; anti‑hedging policy strengthens alignment.
- Compensation processes utilize an independent consultant (FGMK) and report no compensation committee interlocks, supporting pay governance quality.
- Watch items / RED FLAGS:
- Concentrated control by LKCM/J. Bryan King over director elections and strategy may constrain independence; LKCM-related transactions (HQ lease, consulting services) require sustained Audit Committee vigilance.
- Special Committee one‑time payments (including Edelson’s $75k) are reasonable for merger work but warrant transparency and continued scrutiny in future extraordinary transactions.
- Investor confidence signals:
- High say‑on‑pay approval (99.96% in 2024) indicates broad shareholder support for compensation philosophy and oversight.
- Robust executive session cadence (16 in 2024) and formalized risk/cyber oversight via committees reinforce board effectiveness.