John P. Larson
About John P. Larson
Interim CEO since February 18, 2025 and appointed permanent CEO effective June 15, 2025; age 62; director since December 2024. Prior roles include CEO of Bestop (2015–2021), CEO/President-COO of Escort Inc. (2007–2014), and senior management at General Motors (1986–2007). Education: B.S. Finance (Northern Illinois University), M.S. Management (Purdue). As interim CEO he earned $60,000 per month and received a 1,000,000 RSU grant vesting upon appointment of a permanent CEO; as permanent CEO his base salary is $750,000 with a target bonus of 100% of salary and a one-time RSU grant equal to 6% of fully diluted equity with accelerated vesting on change of control .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bestop, Inc. | Chief Executive Officer | 2015–2021 | Led a leading manufacturer of Jeep soft tops and accessories |
| Escort Inc. | CEO; President & COO | 2007–2014 | Led auto electronics manufacturer, operational leadership prior to CEO |
| General Motors | Senior management roles | 1986–2007 | Multiple leadership positions at a global automaker |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IAA, Inc. | Chairman | 2019–2023 | Public company board leadership |
| KAR Auction Services, Inc. | Lead Independent Director | 2014–2019 | Oversight and governance |
| SCA Performance, Inc. | Director | 2018–2020 | Manufacturer of high-end custom trucks |
Fixed Compensation
| Period | Role | Base salary / Cash retainer | Target bonus | Notes |
|---|---|---|---|---|
| Feb 18, 2025 – Jun 14, 2025 | Interim CEO | $60,000 per month | N/A | One-time 1,000,000 RSUs vest on appointment of permanent CEO if still serving as interim CEO |
| Effective Jun 15, 2025 (Employment Agreement effective Jun 23, 2025) | CEO | $750,000 annual base salary | 100% of base salary; up to an additional 100% with “performance accelerators” | Any equity awards held as of effective date become immediately vested |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual | Payout | Vesting/conditions |
|---|---|---|---|---|---|---|
| Annual cash bonus (CEO) | Company performance metrics (not disclosed in 8-K/A) | Not disclosed | 100% of base; accelerators up to +100% | Not disclosed | Not disclosed | Determined per Employment Agreement; details not disclosed |
Note: DTC’s 2025 proxy discusses 2024 NEO bonus metrics and PSU VWAP targets, but Mr. Larson’s CEO cash bonus metrics for 2025 were not disclosed in the cited filings .
Equity Ownership & Alignment
- Hedging: Directors and officers are prohibited from hedging Company stock via derivatives or similar instruments under the Insider Trading Compliance/Anti‑Hedging Policy . Pledging is not specifically addressed in the cited excerpts.
- Ownership guidelines: Not disclosed in cited DTC materials.
- Beneficial ownership as of March 27, 2025 (from 2025 Proxy): John P. Larson beneficially owned 62,422 Class A shares, consisting of RSUs vesting within 60 days; less than 1% of Class A .
| Date | Class A beneficially owned | % of Class A | Class B beneficially owned | Notes |
|---|---|---|---|---|
| Mar 27, 2025 | 62,422 | <1% | — | Entirely RSUs vesting within 60 days |
Equity Grants (Larson-specific)
| Grant/Action | Grant date | Type/Size | Vesting | Triggers/Notes |
|---|---|---|---|---|
| Interim CEO inducement | To be granted after 2024 10‑K filing (appointed Feb 18, 2025) | 1,000,000 RSUs | Vests upon appointment of permanent CEO, if still serving as interim CEO on that date | Cash: $60,000/month during interim service |
| CEO Employment Agreement equity | Employment Agreement dated Jul 17, 2025; effective Jun 23, 2025 | One-time award equal to 6% of fully diluted outstanding equity as RSUs | 25% vests on grant; remainder vests quarterly over 3 years | Accelerated vesting on change in control |
| Side Letter amending CEO grant | Nov 11, 2025 | Confirms the 6% RSU grant; removes equity pool contingency | 31.25% vested at grant; remaining RSUs vest in quarterly installments following Jun 23, 2025 to be fully vested by the 3rd anniversary of Jun 23, 2025 | Accelerated vesting on change in control; equitable adjustments for certain transactions |
Implications for selling pressure: Large time‑based RSU grants with immediate and quarterly vesting create periodic supply over 36 months; change‑in‑control acceleration may incentivize deal outcomes; hedging is prohibited which supports alignment .
Employment Terms
| Term | Details |
|---|---|
| Interim CEO appointment | Effective Feb 18, 2025; remained on Board; stepped down from Compensation and Nominating & Corporate Governance Committees |
| Permanent CEO appointment | Appointed effective Jun 15, 2025; Employment Agreement effective Jun 23, 2025; remains a director and will be nominated at each term end during CEO service |
| Compensation (CEO) | $750,000 base; target bonus 100% of base, with potential up to an additional 100% upon performance accelerators |
| Equity (CEO) | 6% fully diluted RSUs; vesting updated by Side Letter to 31.25% at grant and remainder quarterly to 3rd anniversary of Jun 23, 2025; acceleration upon change in control; equity held as of effective date vests immediately |
| Severance/CoC cash terms | Not disclosed in the cited 8‑K/A excerpt for Larson. Prior proxy provides severance frameworks for other NEOs but not Larson’s CEO agreement terms . |
| Non‑compete / non‑solicit | Not disclosed for Larson’s CEO agreement in cited filings . |
| Clawback | No company-wide clawback disclosure found in the cited DTC proxy excerpts; insider anti‑hedging policy disclosed . |
Board Governance and Director Service
- Board service history: Appointed Class I director December 5, 2024; initially served on Compensation and Nominating & Corporate Governance Committees; stepped down from both upon becoming interim CEO on Feb 18, 2025 .
- Independence: While serving as an interim executive officer, he is not considered independent; Board lists independent members separately .
- Leadership structure: Chairman separate from CEO; Lead Director role in place; independent director executive sessions regularly held .
- Board attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings (aggregate disclosure; not individual) .
| Committee | Role | Start | End |
|---|---|---|---|
| Compensation Committee | Member | Dec 5, 2024 | Feb 18, 2025 (stepped down upon interim CEO appointment) |
| Nominating & Corporate Governance Committee | Member | Dec 5, 2024 | Feb 18, 2025 (stepped down) |
Director Compensation (prior to executive role)
- Cash: $60,000 annual Board retainer; $7,500 annual retainer for each of Compensation and Nominating & Corporate Governance Committees .
- Equity: Initial RSU grant pro‑rated to $160,000 fair value, vesting the day before the next annual meeting; annual RSU grants of $160,000 for continuing directors with similar vesting .
Performance & Track Record
- Executive experience: Multi‑decade operating roles across GM (’86–’07), Escort (’07–’14), Bestop (’15–’21), with board leadership roles at IAA and KAR .
- 10‑K execution responsibility: Signed FY2024 Form 10‑K as Interim President & CEO (principal executive officer) .
Compliance, Policies, and Related Items
- Anti‑hedging: Prohibits hedging Company securities via prepaid forwards, swaps, collars, exchange funds, etc., for directors, officers, employees .
- Beneficial ownership reporting: Filed Form 3 on initial board appointment (Dec 6, 2024) with no securities beneficially owned at that time .
Key Disclosures Timeline
- Dec 5–6, 2024: Appointed to Board; initial committee roles; non‑employee director compensation terms disclosed .
- Feb 18, 2025: Appointed Interim CEO; $60k/month; 1,000,000 RSUs vest on permanent CEO appointment; stepped down from Board committees .
- Mar 12, 2025: Signed FY2024 10‑K as Interim CEO .
- Apr 21, 2025: 2025 Proxy confirms biography, independence status, beneficial ownership (62,422 RSUs within 60 days) .
- Jul 17, 2025 (effective Jun 23, 2025): Employment Agreement; base $750k; target bonus 100%; 6% FD RSUs; acceleration on CoC; immediate vesting of pre‑existing equity .
- Nov 11, 2025: Side Letter removes equity pool contingency; 6% RSU grant issued; 31.25% vested at grant; remainder quarterly to full vest by third anniversary of Jun 23, 2025 .
Investment Implications
- Alignment and incentives: The CEO package favors time‑based RSUs (6% fully diluted) with substantial immediate vesting (31.25%) and steady quarterly vesting, indicating strong retention incentives but less explicit performance linkage versus PSUs; cash bonus has defined targets/accelerators, but metrics are undisclosed .
- Supply/overhang and selling pressure: Immediate and quarterly RSU vesting schedules can create predictable windows of potential insider selling; however, hedging is prohibited, which supports alignment but does not restrict sales at vest .
- Change‑of‑control posture: Accelerated vesting on a CoC could motivate strategic actions; investors should monitor M&A dynamics and any governance safeguards .
- Governance checks: Separation of Chair and CEO, Lead Director, executive sessions, and independence determinations are positives; Larson stepped off key committees upon becoming an executive, mitigating dual‑role conflicts .
- Near‑term catalysts/risks: The company sought a reverse split to maintain NYSE listing due to sub‑$1 bid price in early 2025, a backdrop that heightens execution risk and the importance of turnaround results under Larson’s leadership .