Timothy Halter
About Timothy P. Halter
Independent director of DXP Enterprises since 2001; age 58. Chairman & CEO of Halter Financial Group (founded 1995), a Dallas-based consulting firm specializing in M&A and corporate finance. Core credentials include M&A, capital markets, compensation/incentives, strategic planning, entrepreneurship, and global/international experience. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DXP Enterprises, Inc. | Director | 2001–present | Member: Audit, Compensation, Nominating & Governance; Chair: IT & Cybersecurity |
| Halter Financial Group, Inc. | Chairman & Chief Executive Officer | 1995–present | Specializes in M&A and corporate finance |
External Roles
| Category | Organization | Role | Tenure |
|---|---|---|---|
| Public company boards | — | — | — |
| Private company | Halter Financial Group, Inc. | Chairman & CEO | 1995–present |
Board Governance
- Independence: Board determined Halter is independent under NASDAQ rules; all Board committees are comprised exclusively of independent directors.
- Committee assignments and chair roles (current): Audit (member), Compensation (member), Nominating & Governance (member), IT & Cybersecurity (chair).
- Attendance and engagement: The Board met 4 times in 2024 and each director attended all Board and committee meetings of which they were a member; non-management directors hold executive sessions at least four times per year (chaired by the Audit Committee Chair).
- Lead independent director: None; independent directors meet in executive session regularly.
- Say-on-Pay support: Over 91% approval at 2024 Annual Meeting.
| Governance Item | FY 2024 / Current |
|---|---|
| Board meetings held | 4 |
| IT & Cybersecurity Committee meetings held | 2 |
| Executive sessions of non-management directors | ≥4 per year |
| Independence status | Independent director |
| Committee roles | A, C, N (member); IT/Cyber chair |
Fixed Compensation
| Component | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $52,500 |
Director fee policy (current framework):
- Annual cash retainer: $55,000; Chair fees: Audit $16,500; Compensation $11,000; Nominating & Governance $11,000; IT & Cybersecurity $11,000.
- Per-meeting fee history: 2024 independent director fee of $13,750 per quarterly board meeting; structure revised July 31, 2024 with 10% increases to annual fee, chair fee, and restricted stock awards.
Performance Compensation
| Equity Grant Detail | FY 2024 |
|---|---|
| Annual director equity grant (RSA) – grant-date fair value | $82,500 |
| Shares granted (7/1/2024) | 1,862 |
| Vesting | One year from grant date |
| Outstanding RSAs (as of 12/31/2024) | 50,925 |
Director equity grants are time-based (no explicit performance metrics). As a Compensation Committee member, Halter oversees executive compensation programs that use defined performance metrics:
| Program | Key Performance Metrics / Design | FY 2024 Details |
|---|---|---|
| Short-Term Bonus Incentive (NEOs) | Normalized EPS; Normalized EBITDA (STBI paid in cash based on annually established goals) | Metrics used to align near-term results with shareholder value |
| CEO bonus | 5% of profit before tax; capped at 2× base salary; paid in cash for 2024 | Max incentive bonus $1,617,000; earned $1,617,000 |
| Long-Term Incentive (NEOs) | Target EBITDA with threshold/payout schedule; RSAs vest 1/3 per year | FY2024 target EBITDA $180M; payout schedule ranges from 50% at 70% of target up to 200% at 135% of target |
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Public company board | — | — | None disclosed |
| Interlocks | — | — | None disclosed |
Expertise & Qualifications
- M&A; capital markets; compensation/incentives; strategic planning; entrepreneurship; global/international experience; active executive leadership background.
- Skills spanning corporate governance, HR/talent, and strategic business development per Board skills matrix.
Equity Ownership
| Ownership Measure | Amount / Status |
|---|---|
| Beneficial ownership – Common Stock (as of 4/21/2025) | 45,925 shares; <1% of shares outstanding |
| RSAs outstanding (as of 12/31/2024) | 50,925 shares |
| Latest director RSA grant | 1,862 shares on 7/1/2024 (1-year vest) |
| Speculative trading & hedging | Prohibited (puts/calls, short sales) |
| Pledging policy | Permitted only with CFO approval; aggregate pledges by all directors/executives capped at 10% of outstanding Common Stock |
| Insider filing status | No delinquent Section 16 filings noted for Halter in 2024 |
Governance Assessment
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Strengths
- Independence and full participation: Independent director with 100% attendance in 2024 Board and committee meetings; chairs IT & Cybersecurity, indicating oversight depth in a high-salience risk area.
- Committee breadth: Serves on Audit, Compensation, Nominating & Governance—broad exposure to financial reporting, pay design, and board composition.
- Alignment: Majority of 2024 director pay in equity ($82,500 stock awards vs $52,500 cash), with annual RSA grants that reinforce shareholder alignment; Company’s say-on-pay support (>91%) indicates investor confidence in compensation governance.
- Policies: Robust clawback, hedging restrictions, and pledging limits; annual say-on-pay and use of independent compensation consultants (NFP/Longnecker).
-
Potential Risks / Watch items
- Concentration of influence: Simultaneous membership across all standing committees plus chair of IT & Cybersecurity can concentrate oversight; continued monitoring of workload and independence safeguards is warranted.
- No lead independent director: Board relies on committee structure and executive sessions rather than a formal lead independent director.
- Related-party environment: While no Halter-specific related party transactions are disclosed, DXP has CEO-related leases and family employment; Compensation Committee (of which Halter is a member) should continue strong oversight of conflicts.
- Pledging allowance: Policy permits pledging with approval (aggregate cap 10%); ensure no director-specific pledging that could impair alignment—none disclosed for Halter.
-
Net view: Halter’s deep capital-markets/M&A expertise and multi-committee roles support board effectiveness; equity-heavy director compensation and strong say-on-pay outcomes bolster investor confidence. Continued vigilance on conflict oversight and independent leadership structure remains advisable.