Karen Hoffman
About Karen Hoffman
Karen Hoffman (age 46) is an independent director of DXP Enterprises, Inc., serving since 2021. She is Global Tax Director at Transocean Ltd. (since 2020), previously spending 18 years at PricewaterhouseCoopers LLP in tax accounting with energy industry focus. She holds a B.A. in Business Administration and a Masters in Professional Accounting from The University of Texas and is a CPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Tax accounting roles with energy industry focus | 18 years | Extensive tax accounting and energy sector experience; risk management and governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transocean Ltd. | Global Tax Director | Since 2020 | Tax leadership in oil & gas; relevant industry expertise |
Board Governance
- Independence: Board determined Hoffman is independent under NASDAQ standards; all Board committees are comprised solely of independent directors .
- Committee assignments: Member of Audit, Compensation, IT & Cybersecurity, and Nominating & Governance; Chair of Nominating & Governance .
- Attendance and engagement: Board met four times in 2024; each director attended all Board and committee meetings of which they were a member (100% attendance). Non-management directors hold executive sessions at least four times a year, chaired by the Audit Committee Chair .
- Lead Independent Director: None; independent oversight via committee structure and executive sessions .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Yes | No (Chair: Joseph R. Mannes) |
| Compensation | Yes | No (Chair: David Patton) |
| Nominating & Governance | Yes | Yes (Chair) |
| IT & Cybersecurity | Yes | No (Chair: Timothy P. Halter) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 63,000 | 82,500 | — | 145,500 |
| Equity Grant | Grant Date | Shares Granted | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Director Restricted Stock | Jul 1, 2024 | 1,862 | 82,500 | Vests one year from grant date |
| Cash Retainer Components (2024 baseline; revised Jul 31, 2024 +10%) | Amount ($) |
|---|---|
| Annual fee | 55,000 |
| Committee Chair fee – Nominating & Governance | 11,000 |
| Quarterly per-meeting fee (independent directors) | 13,750 per meeting |
Performance Compensation
- No director performance-based compensation metrics disclosed; director equity grants are time-based restricted stock vesting after one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
| Potential interlocks (competitors/suppliers/customers) | Not disclosed; no related-party transactions involving Hoffman reported |
Expertise & Qualifications
- Skills and qualifications highlighted: Accounting, Tax, Corporate Governance, General Management, Oil & Gas, Risk Management .
- Skills matrix shows active executive, accounting & finance, operations, risk management, strategic planning/business development, oil & gas, HR/talent management .
Equity Ownership
| Holder | Beneficial Common Shares | Ownership % of Common | Notes |
|---|---|---|---|
| Karen Hoffman | 6,269 | <1% | RSAs outstanding as of Dec 31, 2024: 6,269 |
| Policy | Detail |
|---|---|
| Hedging/short sales | Prohibited for directors and officers |
| Pledging | Restricted; CFO pre-approval required; aggregate pledges by directors/officers capped at 10% of shares outstanding |
Governance Assessment
- Board effectiveness: Hoffman’s chairmanship of Nominating & Governance and membership across Audit, Compensation, and IT & Cyber committees indicates deep involvement in governance, risk oversight, and compensation processes; 100% meeting attendance supports strong engagement .
- Independence and conflicts: Independent under NASDAQ standards; no related-party transactions or Section 16(a) delinquencies disclosed for Hoffman (late filings cited for other individuals) .
- Ownership alignment: Receives annual time-based restricted stock; beneficial ownership of 6,269 shares (<1%), with anti-hedging and pledging limitations supporting alignment with shareholder interests .
- Compensation structure: Mix of cash retainer, chair fees, and equity; 2024 director compensation totals $145,500 (cash $63,000; equity $82,500). Restricted stock vests after one year; no director performance metrics tied to pay, which is typical but places emphasis on service-based alignment rather than performance conditioning .
- Investor signals: Say‑on‑Pay support exceeded 91% in 2024, indicating broad investor approval of pay practices and governance framework, though this pertains to NEOs rather than directors .
RED FLAGS: None specific to Hoffman disclosed. Broader company related-party transactions (CEO/family leases and employments) merit continued oversight by independent directors and the Audit/Nominating & Governance Committees, where Hoffman serves and chairs, respectively .