Mark F. Moon
About Mark F. Moon
Independent director of Distribution Solutions Group (DSGR), age 62, first appointed to the board in 2019. Moon is President of MFM Advisory Services (since 2016) and serves as an advisor and operating partner for LKCM, DSGR’s controlling shareholder group. He spent more than 30 years at Motorola Solutions (1985–2016), culminating as President with global responsibility for strategy and operations across sales and marketing, product R&D, software and services, and supply chain, leading 10,000+ employees in 100+ countries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motorola Solutions, Inc. | President (prior roles across leadership) | 1985–2016 | Led global operations (sales/marketing, R&D, software/services, supply chain); responsibility for 10,000+ employees in 100+ countries |
| Vertex Standard | Chairman of the Board | Not disclosed | Board leadership experience in communications equipment |
| TestEquity (pre-merger) | Director | Not disclosed | Board role prior to TestEquity’s combination with Lawson/DSGR |
| MFM Advisory Services | President | 2016–present | Strategic advisory/operating partner work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LKCM (Luther King Capital Management) | Advisor & Operating Partner | 2016–present | Related-party nexus with controlling shareholder |
| BearCom LLC | Director | 2016–present | Largest value-added distributor of two-way radio communications and solutions |
| National Fallen Firefighters Foundation | Board Member | Not disclosed | Non-profit governance |
| Georgia Tech ISyE Advisory Board | Advisory Board Member | Not disclosed | Named to Academy of Distinguished Engineering Alumni in 2014 |
Board Governance
- Independence: The board determined Moon is independent under Nasdaq rules .
- Committee assignments (2024):
- Chair, Nominating & Corporate Governance Committee
- Member, Compensation Committee
- Attendance and engagement (2024):
- Board: attended 13 of 16 meetings (81.3%)
- Compensation Committee: attended 5 of 5 meetings (100%)
- Nominating & Corporate Governance Committee: attended 3 of 3 meetings (100%)
- Executive sessions: Independent directors met 16 times in executive session in 2024 .
- Lead Independent Director: Board’s LID role is held by Lee S. Hillman .
| 2024 Meetings | Total Held | Moon Attendance | Attendance % |
|---|---|---|---|
| Board of Directors | 16 | 13 | 81.3% |
| Compensation Committee | 5 | 5 | 100% |
| Nominating & Corporate Governance | 3 | 3 | 100% |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director cash retainer |
| Committee chair retainer (Nominating & Corporate Governance) | $10,000 | Chair premium |
| Committee member retainer (Compensation) | $7,500 | Member premium |
| Total cash fees earned | $92,500 | Matches director compensation table |
Performance Compensation
| Equity Component (2024 cycle) | Grant Value (USD) | Units/Status | Vesting |
|---|---|---|---|
| Annual RSU grant | $125,000 | 3,465 unvested RSUs as of 12/31/24 | Cliff-vests one year from grant date |
- Director equity grants are time-based RSUs (no performance conditions); all directors (except J. Bryan King and M. Bradley Wallace) held 3,465 unvested RSUs at year-end 2024 .
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Exposure |
|---|---|---|
| LKCM / controlling shareholder complex | Advisor & Operating Partner | LKCM-affiliated entities beneficially own ~78% of DSGR; creates alignment and potential influence channels |
| TestEquity Equityholder | Director; equity interest | As of the merger closing and through March 30, 2024, Moon held a direct/indirect equity interest in the TestEquity Equityholder; the equityholder received DSGR shares in the merger |
Expertise & Qualifications
- Deep distribution and industrial communications domain knowledge; board leadership across communications companies .
- Global operating executive experience in sales/marketing, R&D, software/services, and complex supply chains .
- Recognized industry/academic engagement (Georgia Tech ISyE Advisory Board; Distinguished Engineering Alumni 2014) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Mark F. Moon | 40,659 | “*” (below reporting threshold; table denotes less than 1%) |
- Anti-hedging: Directors are prohibited from hedging company stock exposure .
- Section 16 compliance: Company states all reporting persons complied with Section 16(a) in 2024 .
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation Committee, indicating governance trust and influence over board composition and pay practices .
- Full committee attendance; engaged in executive sessions framework; presence of lead independent director enhances oversight with combined Chair/CEO structure .
- Standard director pay mix with meaningful equity; RSUs align with shareholder value; anti-hedging policy enhances alignment .
- Say-on-pay support at 99.96% in 2024 signals investor confidence in compensation governance broadly .
-
Potential conflicts and red flags
- Interlocks with LKCM and TestEquity Equityholder: Moon’s advisor role to LKCM and equity/director ties to a merger equityholder affiliate create perceived conflicts given LKCM’s controlling stake (≈78.1%) and influence over the board; mitigated by Audit Committee oversight of related-party transactions and independent committee structures, but remains a vigilance point for investors .
- Board attendance: 13/16 board meetings (≈81%) is below the board’s average (93.2%) and below full attendance; consistent committee attendance helps, but the lower board attendance is a governance attention item .
- Combined Chair/CEO: Concentration of roles with J. Bryan King requires strong independent director dynamics; presence of LID and frequent executive sessions partially mitigates this risk .
Overall: Moon brings deep operational expertise and sector experience valuable for DSGR’s consolidation and growth strategy. His committee leadership strengthens board processes, but investors should monitor related-party dynamics linked to LKCM/TestEquity affiliations and ensure continued robust committee oversight of transactions and director independence .