David Motley
COHERENTAbout David L. Motley
Independent director since 2021; age 66. Motley is a seasoned executive and investor with expertise in corporate strategy, early-stage technology, and real estate development. He is General Partner at BTN Ventures (since 2021), partner in DDRC 327 NEGL, LLC (since 2016), CEO of MCAPS, LLC (since 2018), and Senior Managing Partner of Blue Tree Venture Fund (since 2012). Education: B.S. (cum laude) in Engineering, University of Pittsburgh (Distinguished Alumni Awardee), MBA, Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BTN Ventures | General Partner | Since 2021 | Early-stage tech investing; governance and innovation oversight |
| DDRC 327 NEGL, LLC | Partner | Since 2016 | Real estate development expertise |
| MCAPS, LLC | Chief Executive Officer | Since 2018 | Corporate real estate services leadership |
| Blue Tree Venture Fund | Senior Managing Partner | Since 2012 | Early-stage life science and IT investing |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| F.N.B. Corporation | Director | Since 2013 | Public |
| Koppers Holdings Inc. | Director | Since 2018 | Public |
| Deep Lake Capital Acquisition Corp. | Director | 2021–2023 | Public (SPAC) |
| Armada | Director | Not stated | Private |
| SRI International | Board Chair | Not stated | Non-profit |
Board Governance
- Committee assignments: Audit and Risk Committee member; not a committee chair .
- Independence: Board determined all directors other than the CEO are independent; Motley is listed as “Independent Director” .
- Board/committee activity: Board met 6 times; Audit and Risk met 7 times in FY2025; each director attended at least 75% of Board and committee meetings .
- Leadership structure: Separate independent Board Chair (no Lead Independent Director currently); executive sessions of independent directors held regularly with the Chair presiding .
- Conditional resignation policy: Incumbent director nominees submit irrevocable conditional resignations if “AGAINST” votes exceed “FOR”; Board discloses decision within 90 days if triggered .
| Item | FY2025 Detail |
|---|---|
| Board meetings | 6 |
| Audit & Risk meetings | 7 |
| Attendance | ≥75% for all directors |
| Election support (Nov 13, 2025) | For: 151,604,827; Against: 1,354,746; Abstain: 133,887; Broker non-votes: 10,600,910 (Motley) |
Fixed Compensation
- Role-based cash retainers (FY2025): Board member $90,000; Audit & Risk member $15,000; committee chair fees higher; no meeting fees .
- Annual director equity: RSUs target $220,000 grant-date value; generally vest in one year; not performance-based .
| Component | FY2025 Amount |
|---|---|
| Fees earned or paid in cash (Motley) | $105,000 |
| Stock awards (RSUs grant-date fair value) | $220,025 |
| Option awards | — |
| Total | $325,025 |
| Retainer structure (reference) | Board member $90,000; Audit & Risk member $15,000 |
Performance Compensation
- Non-employee director pay is not performance-based; annual equity is RSUs with one-year vesting. No TSR/financial metrics apply to director compensation .
| Component | Metric/Trigger | Vesting |
|---|---|---|
| RSUs (directors) | None (time-based) | One-year; no automatic vesting upon departure |
Other Directorships & Interlocks
- Current public company boards: F.N.B. Corporation; Koppers Holdings Inc.; prior: Deep Lake Capital Acquisition Corp. .
- No related party transactions in FY2025 under Item 404; Audit & Risk Committee oversees related party approvals on an ongoing basis .
- Bain Capital nomination rights (applies to another director, not Motley) noted for Board composition context .
Expertise & Qualifications
- Corporate strategy, governance, innovation, early-stage technology investing; real estate business development; extensive board experience across public, private, and non-profit organizations .
- Academic credentials: B.S. Engineering (cum laude), University of Pittsburgh; MBA, Harvard Business School; University of Pittsburgh Distinguished Alumni Awardee .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 23,646 |
| RSUs outstanding | 2,831 |
| Options (exercisable/unexercisable) | None |
| Unvested RSUs excluded from 60-day calculation | 2,272 |
| Shares pledged as collateral | None of reported shares are pledged |
| Hedging/pledging policy | Hedging and pledging prohibited; preclearance and blackout windows for insiders |
| Director ownership guideline | 5x annual Board cash retainer ($450,000) by 5th anniversary; Board reports satisfactory progress toward compliance |
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay approval: For 147,235,758; Against 5,194,005; Abstain 663,697; broker non-votes 10,600,910 .
- Board/Compensation Committee responses to 2024 feedback: committed to cap future cash severance ≤3x salary+target bonus; enhanced disclosure of 2023 PSU TSR results; expanded succession planning disclosure; retained Compensia as new independent consultant .
Governance Assessment
- Strengths: Independent director; member of Audit & Risk (financial reporting, internal controls, ERM oversight); strong shareholder support in 2025 election; clear policies on related party reviews, clawbacks, and anti-hedging/pledging; role-based, market-informed director pay with equity alignment .
- Ownership alignment: RSUs outstanding; beneficial ownership disclosed; stringent director ownership guidelines (5x retainer within five years) .
- Engagement and attendance: Board met 6 times; Audit & Risk 7 times; each director reached ≥75% attendance; directors expected to attend annual meetings (all attended last year) .
- Potential conflicts: No related party transactions in FY2025; Audit & Risk Committee oversees related party and conflict situations .
RED FLAGS
- None identified in FY2025 filings: no related party transactions; hedging/pledging prohibited; attendance thresholds met; strong election support for Motley .