Robert S. Zamarripa
About Robert S. Zamarripa
Independent director at Distribution Solutions Group (DSGR). Age 69, first elected in 2022. Founder of OneSource Distributors (Chairman & CEO, 1983–2013), Zam Capital (2012–present), and ZJR industrial real estate (1988–present). BA, University of California, Santa Barbara. The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneSource Distributors | Founder, Chairman & CEO | 1983–2013 | Built leading electrical, utility, and industrial automation distributor (U.S. & Mexico) |
| Zam Capital | Founder | 2012–present | Business advisory and investment firm |
| ZJR (industrial real estate) | Founder, Managing Partner | 1988–present | Industrial real estate holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flow Control Group | Director | 2021–present | Portfolio company director |
| SourceAlliance.com | Director | 1990–1992 | Industry consortium board |
| IMARK Group | Director | 2008–2012 | Buying group board |
| Rockwell Automation; Eaton; GE; Hoffman; Hubbell; Thomas & Betts; ABB; Leviton | Advisory board member | Various | Advisory positions with major electrical/industrial suppliers |
| DSGR Special Committee | Strategic advisor | 2022 | Advised Board special committee for Lawson–TestEquity–Gexpro business combination |
Board Governance
- Committee assignments (current): Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance .
- Chair roles: Audit Chair – Lee S. Hillman; Compensation Chair – Bianca A. Rhodes; Nominating & Corporate Governance Chair – Mark F. Moon .
- Lead Independent Director: Lee S. Hillman .
- Independence: Board determined Zamarripa is independent .
- Executive sessions: Independent directors met 16 times in 2024 .
| 2024 Meetings | Board | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|---|
| Meetings held | 16 | 8 | 5 | 3 |
| Zamarripa attendance (count) | 13 | 8 | 5 | — |
| Zamarripa attendance (%) | 81.3% (13/16) | 100% (8/8) | 100% (5/5) | N/A |
RED FLAG: Board attendance below 85% (13/16) despite perfect committee attendance .
Fixed Compensation (Director)
- Structure: Annual cash retainer $75,000; RSU grant $125,000 grant date fair value, cliff-vest after one year; Committee member retainers: Audit $10,000; Compensation $7,500; Nominating $5,000. Chair retainers: Lead Independent $50,000; Audit $25,000; Compensation $20,000; Nominating $10,000 .
- Zamarripa fees align with base retainer plus Audit and Compensation committee memberships.
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees earned | 9,375 | 92,500 | 92,500 |
| RSU grant (fair value) | 75,000 | 125,000 | 125,000 |
| Total | 84,375 | 217,500 | 217,500 |
Performance Compensation (Equity and oversight)
- Director equity: RSUs grant annually; cliff-vest one year after grant; not performance-conditioned .
- Unvested RSUs at year-end: 5,482 units (12/31/2023); 3,465 units (12/31/2024) for each non-employee director other than King/Wallace .
| RSUs (units) | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Unvested RSUs (non-employee director) | 5,482 | 3,465 |
- Compensation Committee oversight metrics (2024 AIP for executives): Adjusted EBITDA; Adjusted Net Sales; Working Capital; DSG Equity Value; plus Strategic Synergies at Gexpro. Committee weights per NEOs; examples below .
| 2024 AIP Goal Weighting | Adjusted EBITDA | Adjusted Net Sales | Working Capital | DSG Equity Value | Strategic Synergies |
|---|---|---|---|---|---|
| CFO (Lawson/DSGR) – Knutson | 30% | 30% | 20% | 20% | — |
| CEO Gexpro – Connors | 25% | 20% | 20% | 20% | 15% |
| CEO TestEquity – Frazee | 40% | 20% | 20% | 20% | — |
| CEO Lawson – Lanuza | 30% | 30% | 20% | 20% | — |
Note: Zamarripa serves on Compensation Committee that sets/oversees these metrics .
Other Directorships & Interlocks
| Company/Body | Relationship to DSGR | Potential interlock or conflict context |
|---|---|---|
| Flow Control Group (Director) | Supplier/industrial ecosystem | No related-party transaction disclosed with DSGR |
| Advisory boards to major suppliers (Rockwell, Eaton, GE, etc.) | Suppliers to industrial distribution markets | Advisory roles suggest industry insight; no DSGR transaction disclosed |
| Special Committee Advisor (DSGR) | Internal role during 2022 combination | Advisory involvement acknowledged; no compensation disclosed for this role |
Expertise & Qualifications
- Specialty distribution leadership and supply chain expertise (built OneSource into top-20 electrical distributor) .
- Industrial real estate operating experience .
- Board and advisory experience across supplier ecosystem (Rockwell, Eaton, GE, ABB, etc.) .
- Strategic advisory experience to DSGR’s Board during transformational merger .
Equity Ownership
| Beneficial ownership | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Common shares owned (4/2/2025) | 33,105 | ~0.071% (33,105/46,570,343) | “*” denotes <0.1% in proxy |
| Unvested director RSUs (12/31/2024) | 3,465 | — | Annual director RSUs cliff-vest in one year |
| Hedging/Pledging | Prohibited hedging for directors per policy; no pledging disclosed | — | Anti-hedging policy adopted; no director pledging disclosure found |
Governance Assessment
- Strengths: Independent status; perfect 2024 committee attendance; deep distribution and supplier ecosystem experience; Compensation Committee participation; robust governance policies (clawback; anti-hedging); independent Lead Director structure; strong say-on-pay support (99.96% in 2024) .
- Risks/RED FLAGS:
- Board attendance in 2024 was 13/16 (81.3%) vs. perfect committee attendance (may signal selective engagement) .
- Concentrated control dynamics: Chairman/CEO (J. Bryan King) and LKCM affiliates collectively beneficially own >75% of shares; while not attributable to Zamarripa, overall governance influence is high and warrants vigilance on independence in compensation and audit oversight .
- Related party transactions: None disclosed involving Zamarripa; Audit Committee retains approval authority (policy is clear and centralized) .
Director Compensation Notes
- Director program was increased in 2023 to reflect DSGR’s larger/complex scope: cash retainer $75k; RSU $125k; committee-member retainers; chair retainers. Zamarripa’s cash fees reflect Audit ($10k) and Compensation ($7.5k) membership alongside the base retainer .
- As of 12/31/2024, each non-employee director (excluding King/Wallace) held 3,465 unvested RSUs from the annual grant cycle .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation received 99.96% support at the 2024 Annual Meeting, signaling broad investor confidence in the compensation framework overseen by the Compensation Committee (of which Zamarripa is a member) .
Related Party Transactions (Policy and Disclosures)
- Policy requires Audit Committee review/approval of related party transactions. No transactions involving Zamarripa reported in 2024–2025 proxies .
Overall, Zamarripa brings relevant operating and industry expertise and serves on both Audit and Compensation Committees. Committee attendance is strong, but sub-85% full Board attendance in 2024 is a notable engagement watchpoint. The broader ownership/control structure (LKCM dominance) elevates the importance of continued rigorous independence on committees where he serves .