Kent Yee
About Kent Yee
Kent Yee, age 50, is Senior Vice President/Chief Financial Officer (since June 2017) and a Director (since April 2021) at DXP Enterprises. He leads acquisitions, finance, accounting, integrations, and HR; previously led Corporate Development from 2011–2017. He has executed 60+ transactions including ~$1.8B in M&A and $4.5B in financings; education: B.A. (Urban Planning) Morehouse College; MBA Harvard Business School . In 2024, DXP delivered record sales ($1.8B, +6% y/y), adjusted EBITDA $191.3M (+10% y/y), and net income $70.4M; TSR performance for 2024 (PVP table) was 207 vs peer group 184, with seven acquisitions and $28.8M of buybacks—context for assessing pay-for-performance and value creation under Yee’s finance/M&A remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DXP Enterprises | SVP/Chief Financial Officer | Jun 2017–present | Leads finance, M&A, integrations, HR; key to capital allocation and accretive acquisitions . |
| DXP Enterprises | SVP Corporate Development | Mar 2011–Jun 2017 | Led M&A, integration, strategic projects; 60+ transactions across M&A/financing . |
| Stephens Inc. | Industrial Distribution & Services team (Vice President most recently) | Aug 2005–Feb 2011 | Coverage and execution for industrial distribution/services; capital markets experience . |
| The Home Depot (HD Supply) | Strategic Business Development Group | — | Acquisition activity for HD Supply; operating diligence exposure . |
| JPMorgan Chase | Associate, Global Syndicated Finance | — | Structured financings; ~$4.5B in financing transaction experience cited . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Yee; board table shows “—” in Other Public Company Boards . |
Board Service & Governance Profile
- Board service: Director since 2021; not independent (employee director). All Board committees are composed solely of independent directors; Yee does not serve on Audit, Compensation, Nominating & Governance, or IT/Cyber committees .
- Board/committee attendance: Board met 4 times in 2024; each director attended all Board and committee meetings for which they were a member (Yee has no committee memberships) .
- Dual-role implications: CEO (Little) is also Chair with no Lead Independent Director; four of six directors are independent; independent directors meet in executive session without management. Yee’s presence as CFO and director reduces the proportion of independent voices on the board, but committees remain fully independent and provide oversight on compensation, audit, cyber, and governance .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 200,000 | 400,000 | 450,000 |
| All Other Compensation ($) | 8,890 | 18,587 | 22,729 |
| Perquisites detail (2024) | — | — | $13,800 401(k) match; $8,929 personal use of company auto (total $22,729) |
Notes: Employee directors receive no additional director compensation for Board/committee service .
Performance Compensation
Annual Cash Incentive (Short-Term)
Plan structure evolved; the 2024 proxy describes:
- Company discloses annual measures include Normalized EPS and Normalized EBITDA; the Compensation Committee sets performance metrics to drive current performance and shareholder value .
- For 2024, NEO cash bonuses were formulaic off profit before income tax (PBT): PBT up to a “maintenance amount” times a Maintenance Incentive Factor (0.00% to 1.33%), and PBT above maintenance times a Growth Incentive Factor (0.00% to 4.00%), with caps of 1.50% (Little, Yee) and 1.25% (Maestas, Gregory) for the base Growth factor .
| Year | Metric(s) | Target/Framework | Actual Payout |
|---|---|---|---|
| 2023 | Normalized EPS; Normalized EBITDA (disclosed measures) | PBT-based two-factor formula per plan | 75% of base salary for Yee; $300,000 |
| 2024 | Normalized EPS; Normalized EBITDA (disclosed measures) | PBT-based two-factor formula per plan; Growth factor cap 1.50% for Yee | 55% of base salary for Yee; $247,500 |
Long-Term Incentive (Equity)
- Design: Restricted stock awards; annual grants in March; vest 1/3 per year; awards tied to EBITDA targets with a payout scale (50% at 70% of target up to 200% at 135%+ of target). 2024 target EBITDA: $180M (or 3.3% growth vs 2023) .
- No stock options outstanding for NEOs as of 12/31/2024 .
| Grant Year | Grant Date | Shares Granted (Yee) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2022 | 3/31/2022 | 6,153 | — | 1/3 per year; time-based RSAs; dividends not accrued before vest |
| 2023 | 3/31/2023 | 24,765 | — | 1/3 per year |
| 2024 | 3/28/2024 | 11,167 | 600,000 | 1/3 per year |
Stock vested in 2024: 19,684 shares for Yee (value realized $1,036,806) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 64,778 common shares; <1% of outstanding . |
| Shares Outstanding Reference | 15,694,140 shares outstanding (record date Apr 21, 2025) . |
| Unvested RSAs at 12/31/2024 | 42,085 shares (6,153 from 2022; 24,765 from 2023; 11,167 from 2024) . |
| Options | None outstanding for NEOs as of 12/31/2024 . |
| Shares Vested in 2024 | 19,684 shares vested for Yee . |
| Hedging Policy | Prohibits speculative transactions (puts, calls, shorts) by directors/officers . |
| Pledging Policy | Pledging/margin allowed only with CFO approval and aggregate pledges by all directors/officers capped at 10% of outstanding shares . |
| Ownership Guidelines | Committee monitors director/executive stock ownership; specific multiples not disclosed . |
| Section 16 Compliance | One late Form 4 filing by Kent Yee in 2024 (reporting one transaction) . |
Vesting/Supply dynamics: RSAs vest 1/3 annually; Yee realized 19,684 shares on vesting in 2024—monitor Form 4 filings for sales around March vesting anniversaries (grant dates March 31, 2022; March 31, 2023; March 28, 2024) .
Employment Terms
- Contract/Severance: Unlike the CEO, NEOs (including Yee) have no employment agreements providing severance, death/disability benefits, or change-of-control cash payments; equity acceleration may occur under the 2016 Omnibus Incentive Plan per plan terms .
- Clawback: Board may claw back incentive compensation upon restatements and misconduct; NASDAQ-compliant clawback adopted for restatements (supplements existing guidelines) .
- Insider Trading: Insider Trading Policy applies to directors/officers; compliance with securities laws required .
- Director Pay: Employee directors (Little, Yee) receive no Board/committee fees or director equity .
Say-on-Pay, Committee, Peer Practices
- Say-on-Pay support: >91% approval at 2024 Annual Meeting; Board recommends “FOR” in 2025 .
- Compensation Committee: Independent directors Patton (Chair), Halter, Mannes, Hoffman; uses independent advisor NFP (Longnecker) for benchmarks; significant emphasis on variable pay; no tax gross-ups; no cash LTI; no discretionary incentives .
- Benchmarking: Market data used as one input; peer specifics not listed; plan changes in 2021–2024 added EBITDA-linked LTIs .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($M) | (29.4) | 16.4 | 48.1 | 68.7 | 70.4 |
| Adjusted EBITDA ($M) | 59.0 | 70.2 | 126.8 | 174.3 | 191.3 |
| TSR (Indexed to 100) | 56 | 64 | 69 | 84 | 207 |
| Strategic Actions | — | — | — | — | 7 acquisitions; $156.6M invested in acquisitions; $28.8M buybacks |
Context: Under Yee’s CFO tenure (since 2017), DXP executed a roll-up plus organic growth playbook, culminating in record 2024 sales and Adj. EBITDA; robust TSR in 2024 underscores market reception to execution and capital allocation .
Fixed Compensation (Multi-Year, Yee)
| Year | Salary ($) | All Other Comp ($) | Notes |
|---|---|---|---|
| 2022 | 200,000 | 8,890 | Promotion-related ramp in fixed pay across 2022–2024 (12.5% salary increase in 2024 vs 2023) . |
| 2023 | 400,000 | 18,587 | — |
| 2024 | 450,000 | 22,729 | $13,800 401(k) match; $8,929 company auto |
Performance Compensation (Multi-Year, Yee)
| Year | Non-Equity Incentive ($) | % of Base Salary | Stock Awards ($) | Comments |
|---|---|---|---|---|
| 2022 | 300,000 | — | 500,000 | Introduction of EBITDA-linked LTI in 2021–2022; RSAs time-vest . |
| 2023 | 300,000 | 75% | 1,000,000 | — |
| 2024 | 247,500 | 55% | 600,000 | 2024 ST payout below 2023; LTI continues to vest 1/3 annually . |
Equity Awards & Vesting Detail (Yee)
| Grant Date | Unvested Shares @ 12/31/2024 | Market Value ($) | Notes |
|---|---|---|---|
| 3/31/2022 | 6,153 | 505,038 | Time-based RSAs; 1/3 annual vesting . |
| 3/31/2023 | 24,765 | 2,032,711 | — |
| 3/28/2024 | 11,167 | 916,587 | Grant-date fair value $600,000 |
2024 vesting realized: 19,684 shares; $1,036,806 value on vest .
Compensation Structure Analysis
- Pay mix: Heavy variable pay; no cash LTI; strong linkage to EBITDA and earnings in both annual and long-term programs; no tax gross-ups; clawbacks in place .
- Trend: 2024 annual bonus for Yee declined to 55% of salary from 75% despite strong company results—suggesting calibrated discipline in PBT-driven formula outcomes .
- LTI leverage: EBITDA targets (e.g., $180M for 2024) with steep payout slope to 200% at 135%+ of target; 1/3 vesting fosters retention while aligning with performance .
- Options: None outstanding—shifted to RSAs/PSUs equivalent structure reduces risk vs options and lowers leverage/volatility of realized pay .
Risk Indicators & Red Flags
- Late Section 16 filing: One late Form 4 for Yee in 2024 (administrative, but track pre-clearance process rigor) .
- Related party transactions: Concentrated around CEO-controlled leases; no Yee-specific related party transactions disclosed .
- Pledging risk: Policy allows limited pledging with approval; aggregate cap—monitor any Form 4/pledge disclosures given potential alignment risks .
Employment Terms (Severance/CoC)
| Item | Yee |
|---|---|
| Employment Agreement | None disclosed (CEO only) . |
| Severance (termination without cause/good reason) | None; no cash severance disclosed . |
| Change-of-Control | No cash multiple; equity may accelerate under 2016 Omnibus Plan . |
| Clawback | Yes—Board guidelines and NASDAQ-compliant clawback for restatements . |
| Non-Compete / Non-Solicit | Not disclosed. |
Investment Implications
- Alignment and pay quality: Yee’s package emphasizes variable pay tied to earnings/EBITDA and multi-year RSAs that vest over time, aligning with DXP’s acquisition-led growth and margin scaling strategy; absence of tax gross-ups and presence of robust clawbacks are shareholder-friendly .
- Retention and supply overhang: Material unvested equity (42,085 shares) plus ~19.7K shares vesting in 2024 indicate ongoing vesting supply; monitor Form 4s around late-March anniversaries for potential selling pressure and tax-withholding-related sales .
- Governance considerations: Yee serves as both CFO and director while not independent; however, all key committees are fully independent and meet in executive sessions, which mitigates—but does not eliminate—dual-role independence concerns. Strong Say-on-Pay support (>91%) suggests investors broadly accept the pay design/outcomes .
- Execution and capital allocation: 2024 record EBITDA and strong TSR alongside seven acquisitions underscore M&A execution leverage under Yee; sustained performance against EBITDA targets is critical to future LTI realization and share performance .