David Little
About David Little
David R. Little is 73 and has served as Chairman of the Board, President and Chief Executive Officer of DXP Enterprises since its organization in 1996; previously, he acquired a controlling interest in SEPCO (DXP’s predecessor) in 1986 and held finance and leadership roles there since 1975 . Performance indicators disclosed in DXP’s pay-versus-performance table show 2024 total shareholder return of 207 versus 184 for the peer group, with net income of $70.4 million and adjusted EBITDA of $191.3 million; prior years show steady improvements since 2020 alongside rising Compensation Actually Paid to the CEO driven by equity value changes . Mr. Little is a non-independent director and not a member of any board committee; independent directors meet in executive sessions, and all committees are composed solely of independent directors .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SEPCO Industries (predecessor) | Staff Accountant; Controller; VP Finance; President; acquired controlling interest | 1975–1996 | Built finance and operations expertise; positioned SEPCO/DXP for growth and M&A |
| DXP Enterprises | Chairman, President & CEO | 1996–present | Long-tenured CEO overseeing strategy, distribution/manufacturing, and capital allocation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Mr. Little |
Board Governance
- Board service: Director since 1996; currently Chairman, President & CEO .
- Independence: Mr. Little is not identified as an independent director; all board committees (Audit, Compensation, Nominating & Governance, IT & Cybersecurity) are fully independent .
- Committee membership: Mr. Little is not on any board committee; 2024 committee meeting counts were Audit 4, Compensation 4, Nominating 4, IT/Cyber 2 .
- Dual-role implications: CEO-Chairman structure is balanced by independent committees and regular executive sessions of independent directors .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $770,000 | $808,500 |
| All Other Compensation ($) | $102,956 | $93,439 | $128,817 |
| 2024 All Other Compensation item | Amount ($) |
|---|---|
| 401(k) match | $13,800 |
| Personal use of company plane | $90,266 |
| Social club dues | $24,751 |
| Total | $128,817 |
The employment agreement sets a minimum base salary of $448,000, reviewed annually, and provides specified perquisites and benefits .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $1,400,000 | $1,540,000 | $1,617,000 |
| Stock Awards ($) | $1,215,000 | $2,700,000 | $2,700,000 |
| Compensation Actually Paid to CEO ($) | $2,277,567 | $3,915,330 | $9,060,415 |
| Short-Term Bonus (STBI) – 2024 | Details |
|---|---|
| Structure | Cash bonus based on pre-tax income; determined and paid quarterly; capped at 200% of base salary per agreement |
| Metrics | Normalized EPS and Normalized EBITDA (2024 program) |
| Award received | 200% of base salary (cash) |
| Bonus earned | $1,617,000 (cash) |
| Long-Term Incentive (LTI) – Design and Targets | Details |
|---|---|
| Instrument | Performance-based restricted stock awards; vest 1/3 per year; no dividends before vesting |
| Grant timing | Generally set in late March following earnings; annual grants at Feb committee meeting |
| EBITDA targets | 2021: $70.2m; 2022: $81m or +14% YoY; 2023: $139m; 2024: $180m or +3.3% YoY |
| Payout schedule | 70%→50%; 80%→75%; 90%→90%; 98%→100%; 105%→110%; 115%→125%; 125%→150%; 135%→200% |
| Outstanding CEO Equity Awards (Unvested) | Grant Date | Shares (#) | Market Value ($) |
|---|---|---|---|
| Restricted stock | 3/31/2022 | 14,950 | $1,227,096 |
| Restricted stock | 3/31/2023 | 66,864 | $5,488,197 |
| Restricted stock | 3/28/2024 | 50,251 | $4,124,602 |
| 2024 Vesting Activity | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Restricted stock vested in 2024 | 55,383 | $2,989,729 |
No option awards were outstanding for NEOs as of year-end 2024 .
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Common Stock | 1,233,789 | 7.9% | April 21, 2025 (15,694,140 shares outstanding) |
| Series A Preferred | — | — | April 21, 2025 |
| Series B Preferred | — | — | April 21, 2025 |
- Anti-hedging: Directors and executive officers are prohibited from speculative transactions (puts/calls, shorting) .
- Pledging: Allowed only with CFO approval and subject to an aggregate cap of 10% of outstanding common shares across all directors/executives; margin accounts similarly restricted .
- Clawback: Board-level clawback covering three years for restatements and misconduct; separate NASDAQ-compliant clawback adopted .
- Section 16 compliance: Mr. Little filed two late Forms 4 for 2024 transactions, per proxy disclosure .
Employment Terms
| Provision | Term |
|---|---|
| Agreement term | Effective Jan 1, 2004; initial 3 years; auto-renews annually to maintain a three-year term |
| Base salary minimum | $448,000; reviewed at least annually |
| Bonus formula | Monthly bonus equal to 5% of DXP profit before tax (paid quarterly); annual aggregate capped at 2× base salary; Committee may pay in restricted stock; 2024 bonus paid entirely in cash |
| Severance (Good Reason / without Good Cause) | Lump-sum equal to: (i) base salary for remainder of employment period; (ii) sum of most recent 12 months of bonus; (iii) 2×(current annual base salary + total of most recent 12 months bonuses); (iv) deferred compensation and accrued amounts; (v) continuation of benefits during current employment period |
| Illustrative severance (as of 12/31/2024) | $8,893,500 cash plus $200,761 benefits (total $9,094,261) |
| Change-of-control tax gross-up | Eligible for excise tax gross-up if Section 4999 excise tax applies to severance after certain changes in control or distributions |
| Death benefit | Base salary paid bi-weekly for 24 months; if death occurred on 12/31/2024, payments totaling $1,617,000 |
Pay Versus Performance (Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CEO SCT Total ($) | 2,120,480 | 2,380,437 | 3,417,956 | 5,103,439 | 5,254,317 |
| CEO Compensation Actually Paid ($) | 1,527,282 | 1,828,867 | 2,277,567 | 3,915,330 | 9,060,415 |
| Total Shareholder Return ($100 basis) | 56 | 64 | 69 | 84 | 207 |
| Peer Group TSR ($100 basis) | 130 | 156 | 122 | 159 | 184 |
| Net Income ($mm) | (29.4) | 16.4 | 48.1 | 68.7 | 70.4 |
| Adjusted EBITDA ($mm) | 59.0 | 70.2 | 126.8 | 174.3 | 191.3 |
Say-on-Pay & Shareholder Feedback
| Year | For votes (common) | Against votes (common) | Abstain (common) | Preferred votes |
|---|---|---|---|---|
| 2024 | 12,093,392 | 1,041,539 | 28,462 | All Series A and Series B votes cast “for” |
The Compensation Committee noted 2024 results and made no program changes solely due to the vote outcome; ongoing shareholder engagement covers compensation and governance topics .
Investment Implications
- Pay-for-performance alignment: CEO pay is highly variable and equity-driven (82% performance-based in 2024), with LTI tied to EBITDA targets and STBI linked to normalized EPS and EBITDA; rising CAP in 2024 reflects equity value changes amid strong TSR and EBITDA growth .
- Retention and protection: The auto-renewing three-year term and substantial severance (illustrative $9.1m) plus Section 4999 gross-up materially reduce near-term departure risk but present governance optics and potential cost under change-of-control scenarios .
- Insider selling pressure: Annual equity grants vest 1/3 per year and sizable 2024 vesting (55,383 shares; $2.99m value) can create periodic liquidity events; no options outstanding reduces forced exercising dynamics .
- Alignment and risk controls: Significant common ownership (7.9%) aligns incentives; strong anti-hedging policy and controlled pledging (CFO approval, aggregate cap) plus dual clawbacks mitigate misalignment; note two late Forms 4 for Mr. Little in 2024 .
- Governance balance: CEO-Chairman dual role is offset by fully independent committees and executive sessions; independent committee chairs and regular meeting cadence support oversight of compensation and cybersecurity risk .