Chris Gregory
About Chris Gregory
Chris Gregory is Senior Vice President and Chief Information Officer (CIO) at DXP Enterprises, appointed in March 2018; he joined DXP in August 2006 and previously served as VP of IT Strategic Solutions and in roles spanning application development, database management, and BI leadership. He holds a BBA in Computer Information Systems from the University of Houston and an MBA from UT Austin’s McCombs School of Business; his age is listed as 50 in the executive roster covering 2023 . Pay-versus-performance disclosure shows DXP’s TSR on a $100 investment improved to 207 in 2024 (peer group TSR 184), alongside net income of $70.4 million and adjusted EBITDA of $191.3 million, evidencing strong performance alignment for NEO compensation including Gregory .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DXP Enterprises | Senior VP & CIO | Appointed Mar 2018 | Leads enterprise IT; business intelligence and application development oversight |
| DXP Enterprises | VP, IT Strategic Solutions | Dec 2014–Jan 2018 | Advanced e-commerce/BI/application strategy |
| DXP Enterprises | Application developer; database manager; BI/app dev leadership | Not disclosed (prior to 2014) | Built internal systems and analytics capabilities |
External Roles
No public company board or external directorships disclosed for Gregory in the company’s proxy/filings .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $200,000 | $300,000 | $350,000 |
| Stock Awards (grant-date fair value) | $90,000 | $200,000 | $300,000 |
| Non-Equity Incentive Plan Compensation (cash bonus) | $250,000 | $300,000 | $262,521 |
| All Other Compensation | $17,989 | $21,583 | $27,017 |
| Total | $557,989 | $821,583 | $939,538 |
Additional detail:
- Base salary benchmarking and 2023 raises: Gregory’s salary increased from $200,000 to $300,000 (+50%) in 2023 per a compensation benchmarking review by NFP; similar increases applied to other NEOs .
- All Other Compensation components for Gregory included 401(k) match plus personal use of company-owned auto ($13,721 in 2023; $13,217 in 2024) .
Performance Compensation
Annual cash incentives are formulaic against profit before tax (PBT), and long-term equity grants are tied to annual EBITDA targets with a threshold-to-overperformance payout scale.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Short-term incentive (STIP) | PBT-based; maintenance amount $44 million; Maintenance Incentive Factor 0–1.33%; Growth Incentive Factor 0–4.00%; Gregory cap 1.25% base GIF | PBT-based; maintenance amount $96; Maintenance Factor 0–1.33%; Growth Factor 0–4.00%; Gregory cap 1.25% base GIF | PBT-based; same construct; Gregory bonus received 75% of base salary (see table below) |
| STIP payout (% of base salary) | 125% | 100% | 75% |
| LTI metric | EBITDA target $81 million or +14% vs 2021 | EBITDA target $139 million (+10.5% vs 2022) | EBITDA target $180 million or +3.3% vs 2023 |
| LTI payout scale (thresholds) | 70%→50%; 80%→75%; 90%→90%; 98%→100%; 105%→110%; 115%→125%; 125%→150%; 135%→200% | Same scale | Same scale |
| LTI vesting | Restricted stock awards vest 1/3 per year | Restricted stock awards vest 1/3 per year | Restricted stock awards vest 1/3 per year |
Equity Ownership & Alignment
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Beneficial Ownership (Common Shares) | As-of Date | Shares | % of Shares Outstanding | |---|---|---| | Apr 21, 2023 | 27,254 | <1% | | Dec 31, 2023 (table published Apr 29, 2024) | 30,606 | <1% | | Apr 21, 2025 | 29,436 | <1% |
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Outstanding Equity Awards at FY2024 Year-End (no options outstanding) | Grant Date | Unvested Shares (#) | Market Value ($) | Notes | |---|---|---|---| | 2/1/2018 | 8,000 | $656,640 | Footnotes indicate seven equal annual installments commencing 2/1/2022 through 2/1/2028 | | 3/31/2022 | 1,108 | $90,945 | 2022 RSAs vest 1/3 annually 3/31/2023–3/31/2025 | | 3/31/2023 | 4,953 | $406,542 | RSAs vest 1/3 per year | | 3/28/2024 | 5,583 | $458,253 | RSAs vest 1/3 per year |
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Stock Vested and Options | Metric | 2023 | 2024 | |---|---|---| | Options exercised (# / $) | — / — | — / — | | Shares vested (#) | 3,107 | 5,583 | | Value realized on vesting ($) | $90,920 | $258,715 |
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Hedging and pledging policy: Executives are prohibited from speculative transactions (short sales, puts/calls) and subject to a pledging limitation; any pledging requires CFO approval and total pledged shares by directors/executives cannot exceed 10% of outstanding common stock . No individual pledging by Gregory is disclosed .
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Equity Plan headroom: Non-vested restricted shares outstanding were 302,400 with 370,962 shares available for future issuance as of Dec 31, 2024 .
Employment Terms
- Role and tenure: Gregory appointed SVP & CIO March 2018; joined DXP August 2006 .
- Agreements and severance: None of the NEOs other than CEO David R. Little have employment agreements or severance/change-of-control cash entitlements; acceleration of vesting may occur under the 2016 Omnibus Incentive Plan .
- Clawbacks: Board-level clawback policy compliant with NASDAQ requirements, plus broader corporate clawback allowing recovery of incentive compensation upon restatements or misconduct .
Insider Transactions and Vesting-Related Selling Pressure
| Date | Transaction | Shares | Price | Value | Post-transaction holdings |
|---|---|---|---|---|---|
| 2/4/2025 | Tax withholding via share forfeiture (Form 4 code F) | 847 | $98.70 | — | 28,730 direct |
| 8/12/2025 | Open market sale | 5,000 | $122.00 | $610,000 | 24,436 direct (per article) |
| 9/25/2025 | Open market sale | 4,477 | $119.76 | $536,165 | 19,959 direct |
Notes:
- The Feb 2025 transaction reflects tax withholding at vesting, not discretionary selling .
- Insider selling in Aug–Sep 2025 occurred near 52-week highs, potentially implying liquidity-taking around vesting cycles or price strength .
Governance, Say-on-Pay, Compensation Committee
- Compensation benchmarking conducted with NFP; elements include base salary, cash bonus, RSAs and broad-based benefits .
- Compensation Committee members in recent proxies: Patton (Chair), Halter, Mannes, Hoffman .
- Say-on-Pay results: Over 97% support at the 2022 meeting ; 2023 meeting votes were 13,382,241 for, 1,392,961 against, 25,112 abstain (percentage not explicitly disclosed) .
Performance Snapshot (Company-level context for incentive metrics)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR on $100 investment | 56 | 64 | 69 | 84 | 207 |
| Peer Group TSR ($100) | 130 | 156 | 122 | 159 | 184 |
| Net Income ($mm) | (29.4) | 16.4 | 48.1 | 68.7 | 70.4 |
| Adjusted EBITDA ($mm) | 59.0 | 70.2 | 126.8 | 174.3 | 191.3 |
Compensation Structure Details (Design specifics)
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Annual cash bonus received (% of base salary):
| Executive | 2022 | 2023 | 2024 | |---|---|---|---| | Chris Gregory | 125% | 100% | 75% | -
Grant-of-plan-based awards for Gregory (RSAs): | Grant Date | Shares Granted | Grant-date fair value ($) | |---|---|---| | 3/31/2022 | 3,322 | $89,993 | | 3/31/2023 | 7,429 | $200,000 | | 3/28/2024 | 5,583 | $300,000 |
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Vesting schedules:
- 2018 award (12,000 at 12/31/2022 outstanding): vesting in seven equal annual installments from 2/1/2022 through 2/1/2028 .
- 2022 awards: vest in three equal annual installments from 3/31/2023 through 3/31/2025 .
- 2023 & 2024 awards: RSAs vest 1/3 per year under company LTI design .
Risk Indicators & Red Flags
- No option repricing or option awards to NEOs at FY2023/FY2024 year end; equity granted as RSAs .
- Clawback policy in place meeting NASDAQ standards and broader corporate policy; hedging prohibited; pledging constrained with CFO approval and overall cap .
- Related party transactions involve CEO-affiliated real estate; no specific related-party items disclosed for Gregory .
Investment Implications
- Pay-for-performance alignment: Gregory’s incentives are driven by PBT (STIP) and EBITDA (LTI) with explicit targets and payout curves, and equity vests over multi-year schedules; this structure ties his realized pay to core operating outcomes and share performance .
- Retention and selling pressure: Significant RSAs outstanding with scheduled vesting through 2028, plus observed 2025 open-market sales near price highs, suggest ongoing liquidity events around vesting/price strength; however, absence of severance/change-in-control cash rights reduces entrenchment but may increase mobility risk if external opportunities arise .
- Alignment and governance: Hedging prohibitions, pledging limits, and clawback provisions strengthen shareholder alignment and mitigate risk of misaligned incentives; lack of personal pledging disclosures for Gregory is a positive signal .
- Performance backdrop: Multi-year improvements in adjusted EBITDA and TSR underpin higher equity grant values and cash bonuses; if EBITDA targets remain achievable, RSAs should continue to vest, supporting alignment; downside risk emerges if EBITDA underperforms threshold levels (payout curve compresses) .