M. Bradley Wallace
About M. Bradley Wallace
M. Bradley Wallace (age 52) is a director of Distribution Solutions Group, first elected in 2023, and a Founding Partner of LKCM Headwater Investments, where he oversees sourcing, investment analysis, and post-transaction operational initiatives across industrial distribution and related sectors. He holds a BBA and an MBA from Texas Christian University (Top Scholar) and has prior operating experience as CFO of a $200M retail chain and interim CEO of a food manufacturing/distribution company, alongside finance roles at KBK Capital and in factoring/asset-based lending. Notably, DSG’s Board has determined Wallace is not independent due to his affiliation with LKCM.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LKCM Headwater Investments | Founding Partner; investment professional | Not disclosed | Leads sourcing, analysis, and post-transaction ops in industrial distribution; governance roles across portfolio companies |
| Gexpro Services (pre-DSG combination) | Chairman of the Board | Not disclosed | Oversight prior to business combination with Lawson and TestEquity |
| Alliance Consumer Group; Pavement Maintenance Group; Partner Industrial | Director | Not disclosed | Board oversight in portfolio companies |
| KBK Capital | Principal & Portfolio Manager | Not disclosed | Senior debt, mezzanine, PE transactions; investment committee member |
| Food manufacturing & distribution company | Interim CEO; Director | Not disclosed | Management restructuring |
| Retail chain ($200M) | Chief Financial Officer | 2 years | Restructuring and integration post acquisition |
| Factoring/ABL portfolio | Originator/Manager ($100M) | Not disclosed | Built and managed portfolio |
External Roles
| Organization | Role | Public Company? | Committees/Impact |
|---|---|---|---|
| LKCM Capital Group / LKCM Headwater Investments | Investment professional; Founding Partner | Private | Investment oversight across distribution-focused platforms |
| Gexpro Services (pre-merger); Alliance Consumer Group; Pavement Maintenance Group; Partner Industrial | Director (Chair at Gexpro Services) | Not disclosed | Strategic and operational governance |
| Other public boards outside DSG | None disclosed | — | — |
Board Governance
- Independence: Not independent (affiliation with LKCM).
- Committee assignments: None listed for 2024 (no Audit, Compensation, or Nominating committee roles shown).
- Attendance: 16 Board meetings attended in 2024 (100% of 16 held); all directors attended the 2024 Annual Meeting. Independent directors held 16 executive sessions in 2024.
- Lead Independent Director: Lee S. Hillman (also Audit Chair).
| Governance Item | Detail |
|---|---|
| Independence status | Not independent |
| 2024 Board meetings attended | 16 of 16 |
| Committee membership | None indicated |
| Executive sessions (independent directors) | 16 sessions in 2024 |
Fixed Compensation
- DSG’s standard director compensation: $75,000 annual cash retainer, plus annual RSU grant with $125,000 grant-date fair value; additional cash retainers for Lead Independent Director ($50,000), Audit Chair ($25,000), Compensation Chair ($20,000), Nominating Chair ($10,000); committee member retainers (Audit $10,000; Compensation $7,500; Nominating $5,000).
- 2024 actual for Wallace: Waived both director fees and the regular-cycle RSU grant; no cash or equity received.
| 2024 Director Compensation (Wallace) | Amount ($) |
|---|---|
| Fees earned/paid in cash | — |
| Stock awards (RSUs) | — (waived) |
| Total | — |
| DSG Director Compensation Policy Element | Amount ($) |
|---|---|
| Annual cash retainer (non-employee director) | 75,000 |
| Annual RSU grant (grant-date fair value) | 125,000 |
| Lead Independent Director cash retainer | 50,000 |
| Audit Chair cash retainer | 25,000 |
| Compensation Chair cash retainer | 20,000 |
| Nominating Chair cash retainer | 10,000 |
| Audit Committee member retainer | 10,000 |
| Compensation Committee member retainer | 7,500 |
| Nominating Committee member retainer | 5,000 |
Performance Compensation
- DSG director pay is cash plus time-based RSUs; no director performance metrics are used for director compensation.
| Performance Metric | Applied to Director Pay? |
|---|---|
| Financial/operational performance goals | Not applicable to directors |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Exposure |
|---|---|---|
| LKCM/LKCM Headwater Investments | Founding Partner (Wallace) | Affiliations with entities that are major DSG shareholders; LKCM and affiliates beneficially own 78.1% of DSG; J. Bryan King and LKCM entities exercise significant control. |
| TestEquity Equityholder; Gexpro Services Stockholder | Major DSG holders via 2022 Mergers | Registration rights and ongoing ownership structures link DSG with LKCM-affiliated stockholders; management of TestEquity and Gexpro hold interests. |
| Gexpro Services (pre-merger) | Wallace served as Chairman | Governance connection to a major DSG operating subsidiary pre-combination. |
Expertise & Qualifications
- Finance/investments, distribution operations, restructuring, and accounting experience, with direct operating leadership (CFO, interim CEO) and portfolio governance across industrial distribution.
- Education: BBA and MBA (Top Scholar) from Texas Christian University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| M. Bradley Wallace | — | * (less than 0.1%) |
Additional context:
- Large insider/affiliate holdings: LKCM and affiliates beneficially own 36,357,588 shares (78.1%); J. Bryan King 35,838,638 shares (77.0%).
- Anti-hedging policy: Directors prohibited from hedging Company stock.
- No disclosure of pledging by Wallace. (Not disclosed in proxy.)
Governance Assessment
- Board effectiveness and independence: Wallace’s operational and investment expertise is relevant to DSG’s acquisition-driven strategy, but his non-independence coupled with LKCM’s control raises heightened related-party risk and potential conflicts in oversight. RED FLAG: Not independent due to LKCM affiliation; DSG majority owned/controlled by LKCM and its affiliates.
- Conflicts and related-party exposure: DSG uses office space leased by LKCM (no rent) and paid ~$1.2M for consulting services to LKCM Headwater Operations, LLC in 2024—transactions overseen by the Audit Committee. RED FLAG: Related-party transactions with affiliates tied to Wallace’s platform.
- Alignment and incentives: Wallace waived director cash and RSU compensation in 2024; he holds no disclosed direct beneficial ownership, though affiliations imply indirect economic exposure via LKCM vehicles. This mitigates direct pay concerns but offers limited “skin in the game” at the individual level.
- Engagement: 100% Board meeting attendance (16/16) and full Annual Meeting attendance indicate strong engagement.
- Pay practices and shareholder sentiment: DSG has clawback and anti-hedging policies and received 99.96% Say-on-Pay support in 2024, signaling investor acceptance of executive pay frameworks; director pay follows market-standard cash plus RSU mix, with additional retainers for leadership roles.
Implications: For investors, Wallace’s expertise is additive, but ongoing LKCM-related transactions and control mean active monitoring of Audit Committee oversight, disclosure quality, and independence safeguards is critical. Preference should be for transparent recusal practices on conflicted matters and continued robust related-party review by independent directors.