J. Bryan King
About J. Bryan King
J. Bryan King, CFA, is Chairman, President, and CEO of Distribution Solutions Group, Inc. (DSG) and a Principal of Luther King Capital Management Corporation (LKCM), with $28.8 billion AUM as of December 31, 2024 . He has served as Chairman since March 18, 2019 and as President & CEO since May 1, 2022; he is age 54 and was first elected a director in 2017 . Under King’s tenure, DSG reported 2024 revenue of $1.804 billion (+14.9% y/y) and Adjusted EBITDA of $175.3 million, while consolidated Net Income was $(7.3) million; a $100 initial investment in DSG returned $125.6 over 2022–2024 versus $169.6 for the peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Distribution Solutions Group (DSG) | Chairman of the Board | 2019–present | Led strategic M&A (TestEquity and Gexpro Services mergers closed 4/1/2022); accelerated 2024 acquisitions and operational improvements . |
| Distribution Solutions Group (DSG) | President & CEO | 2022–present | Executed growth strategy; 2024 revenue +14.9% to $1.8B and improved profitability metrics . |
| LKCM Capital Group; LKCM Headwater Investments | Founder & Managing Partner | Since 1994 investment focus noted | Built private capital partnerships (~$3B) focused on value-added distribution; created LKCM Distribution Holdings advisory board in 2003 . |
| Specialty Distribution Companies (e.g., TestEquity, Gexpro Services, Relevant Industrial Solutions, IDG, Rawson, etc.) | Chairman/Managing Partner/Director | Various | Direct controlling oversight across multiple distribution platforms; board and leadership roles driving operational value creation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Luther King Capital Management (LKCM) | Principal | Current | SEC-registered investment advisor; $28.8B AUM as of 12/31/2024 . |
| Princeton University Museum of Art | Advisory Board | Current | Advisory role; Princeton alumnus . |
| Texas Christian University (TCU) | Executive Committee of Trustees; Chair, Investment Committee | Current | Oversight of TCU endowment; previously chaired Fiscal Affairs and Audit & Risk Management committees . |
| Education | Princeton; Harvard Business School; Texas Christian University | — | Credentials cited in biography; CFA designation . |
Fixed Compensation
King elected to receive no cash or equity compensation from DSG for his roles; he also waived director fees and RSUs.
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | — |
| Discretionary Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option/SPR Awards ($) | — | — | — |
| Non-Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | — | — | — |
Director compensation (2024):
| Director | 2024 Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| J. Bryan King | — | — | — |
Pay ratio: 0:1 (CEO received no compensation; median employee $67,605) .
Performance Compensation
King does not participate in DSG’s Annual Incentive Plan (AIP) and does not accept company equity compensation.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| AIP Participation | N/A | — | — | — | — |
| LTIP/Equity Awards | None | — | — | — | — |
| Clawback Applicability | Policy adopted; no CEO incentive pay to recoup | — | — | — | — |
For context, DSG’s 2024 AIP metrics for NEOs included Adjusted EBITDA, Adjusted Net Sales, Working Capital, DSG Equity Value, and Strategic Synergies with role-specific weightings; King’s AIP row is “—” (no participation) .
Equity Ownership & Alignment
King is the controlling beneficial owner of DSG through LKCM-affiliated entities.
| Item | Value |
|---|---|
| Beneficial ownership (King) | 35,838,638 shares; 77.0% of outstanding |
| Shares outstanding (record date April 2, 2025) | 46,570,343 |
| Direct shares held by King | 39,074 |
| Ownership structure | Includes holdings via PDP (3,578,228), Micro (56,470), Core (23,182), HW2 (1,184,652), HLI (3,522,988), Gexpro Services Stockholder (16,000,000), TestEquity Equityholder (8,000,000), and SMAs (5,524); King controls various GPs/affiliates listed . |
| Control implications | LKCM and King able to exercise significant control over Board elections and stockholder vote outcomes . |
| Outstanding company equity awards (King) | None . |
| Hedging/Pledging | Hedging prohibited by policy; pledging policy not disclosed . |
| Ownership guidelines | Not disclosed in proxy . |
Employment Terms
| Term | Details |
|---|---|
| Employment start dates | Chairman since 3/18/2019; President & CEO effective 5/1/2022 . |
| Compensation agreement | King does not accept any cash or equity compensation from DSG for his role . |
| Severance/CIC | Summary table shows no CEO payout; note: inapplicable as CEO has no company compensation; other NEOs have double-trigger CIC terms, but not applicable to King . |
| Clawback | Nasdaq Rule 10D-1 compliant clawback policy; relevant for incentive compensation but CEO has none . |
| Anti-hedging | Prohibits executive/director hedging of DSG stock . |
Board Governance
- Combined Chairman and CEO roles held by King; Board maintains a Lead Independent Director (Lee S. Hillman) to reinforce independence, with enumerated responsibilities (agenda setting, executive sessions, succession process, shareholder communications) .
- Independence: King and M. Bradley Wallace are not independent; other directors (Edelson, Hillman, Moon, Rhodes, Zamarripa) are independent per Nasdaq rules .
- Committees: Audit, Compensation, and Nominating & Corporate Governance are fully independent; King is not listed as a committee member; Hillman chairs Audit; Rhodes chairs Compensation; Moon chairs Nominating/Governance .
- Board meeting attendance: 2024 average attendance 93.2% at Board; 100% at committees; independent directors held 16 executive sessions; all directors attended the 2024 AGM .
- Director compensation: Non-employee directors receive $75,000 cash retainer and $125,000 RSUs (with additional retainers for committee roles); King waived fees and RSUs in 2024 .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD thousands) | — | 1,570,402 | 1,804,104 |
| Net Income ($USD thousands) | 7,406 | (8,967) | (7,332) |
| Adjusted EBITDA ($USD thousands) | 123,028 | 157,036 | 175,257 |
| TSR (value of $100 initial investment) | 67.3 | 115.3 | 125.6 |
| Peer group TSR (value of $100) | 87.7 | 126.9 | 169.6 |
Highlights:
- 2024 strategy delivered revenue growth (+14.9%) to $1.8B, improved profitability metrics, and five acquisitions to expand footprint and capabilities .
- DSG’s Adjusted EBITDA increased from $157.0M (2023) to $175.3M (2024); GAAP net losses persisted, reflecting integration/transaction costs and transformation initiatives .
- AIP metrics and payout calculations emphasize Adjusted EBITDA, Adjusted Net Sales, Working Capital, DSG Equity Value, and strategic synergies at the operating company level (Lawson, Gexpro Services, TestEquity); CEO does not participate .
Compensation Structure Analysis
- Zero-compensation stance: King declined all cash and equity compensation from DSG in 2022–2024; waived 2024 director retainer and RSUs .
- Company-wide pay-for-performance: Independent committees oversee NEO compensation with heavy weighting toward performance and “out-of-the-money” options to require share price appreciation for value realization .
- Governance protections: Clawback policy aligned with Nasdaq Rule 10D-1; anti-hedging policy; no tax gross-ups for CIC; double-trigger equity acceleration for NEOs (not applicable to King) .
Related Party Transactions
- 2022 Mergers: TestEquity and Gexpro Services were merged into DSG; entities affiliated with LKCM and King owned major interests in the equityholders receiving DSG stock .
- Oversight: Related party transaction policy mandates Audit Committee review and Board approval (majority of independent/disinterested directors) .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval was 99.96% (excluding broker non-votes and abstentions), endorsing DSG’s compensation philosophy; CEO does not accept compensation .
Risk Indicators & Red Flags
- Control concentration: King and LKCM beneficially own ~77% of DSG, enabling significant influence over elections and stockholder votes; governance mitigant via Lead Independent Director and independent committees .
- Combined Chair/CEO roles: Potential independence concern addressed by Lead Independent Director responsibilities and frequent executive sessions .
- Hedging prohibited; pledging not disclosed: Hedging ban reduces misalignment risk; absence of disclosed pledging policy warrants monitoring .
- Ongoing transformation costs: Negative GAAP net income in 2023–2024 despite growing Adjusted EBITDA suggests execution and integration risks .
Compensation Peer Group (Benchmarking Context)
- DSG benchmarks NEO pay (excluding CEO) to peer medians/75th percentiles; emphasis on retention and long-term value creation via equity options; CEO benchmarking deemed unnecessary given zero pay .
Expertise & Qualifications
- Finance and capital management expertise; extensive distribution sector leadership; academic and governance credentials across Princeton and TCU; CFA .
Investment Implications
- Alignment: King’s zero-compensation stance and controlling equity stake strongly align interests with long-term value creation; absence of scheduled vesting for the CEO reduces near-term insider selling pressure from awards .
- Governance: Combined Chair/CEO and control position elevate independence risk; mitigated by seasoned Lead Independent Director, independent committees, anti-hedging, and a robust related-party approval framework .
- Execution: Revenue and Adjusted EBITDA growth alongside continued GAAP losses highlight integration and cost-management execution risks; monitor acquisition synergy delivery and conversion to positive net income .
- Trading signals: No CEO equity awards or AIP participation removes common vest-driven selling triggers; watch for any 13D amendments and related-party transactions affecting float or governance dynamics .