Diana Diaz
About Diana Diaz
Diana P. Diaz is Chief Financial Officer and Corporate Secretary of Direct Digital Holdings (DRCT), serving since October 16, 2023; she is 61 years old and holds a BBA in Accounting from The University of Texas at Austin and an MBA from Rice University’s Jesse H. Jones Graduate School of Management . During her tenure, DRCT has faced sell-side volume disruption and reported a net loss of $10.1 million for the six months ended June 30, 2025, with the auditor including a going concern explanatory paragraph for FY2024 . Recent operating performance shows pressured revenue and negative EBITDA across the last six quarters (see table), which frames the pay-for-performance context for Diaz’s incentives and ownership alignment .
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenue ($USD) | $21,855,000* | $9,075,000 | $9,083,000 | $8,157,000 | $10,144,000 | $7,984,000 |
| EBITDA ($USD) | -$1,510,000* | -$3,102,000* | -$4,145,000* | -$3,368,000* | -$1,860,000* | -$3,353,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sharps Compliance Corp. (Nasdaq: SMED, until acquisition) | Vice President & Chief Financial Officer | Jun 2010 – Feb 2022 | Led finance for a national healthcare waste management provider; 13-year tenure evidences durable financial leadership . |
| University General Hospital (Houston) | Chief Financial Officer | Sep 2006 – May 2009 | Oversaw hospital financial operations and controls . |
| Memorial Hermann Healthcare System, Texas Medical Center | Controller | Sep 2002 – Aug 2006 | Managed TMC controller functions; strengthened financial reporting . |
| Reliant Energy (Wholesale Group) | Controller | Jul 1998 – May 2002 | Led wholesale group controlling; supported energy trading operations . |
| Deloitte & Touche LLP | Audit Senior Manager | Jul 1985 – Jun 1998 | Delivered public company audit and advisory; foundational accounting rigor . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $75,000 | $350,000 |
| Target Annual Bonus (% of Base) | 50% | 50% |
| Actual Annual Bonus Paid ($) | $88,742 (paid for 2023 performance; 85% of target) | $0 (no payout for 2024 performance) |
| Cash Stipend/Perquisites ($) | $0 | $10,000 |
Performance Compensation
| Year | Program | Metric | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|---|
| 2023 | Annual Incentive | Revenue & EBITDA | Not disclosed | 50% of base (Diaz) | 85% of target paid | Paid in unrestricted stock for 2023; options/RSUs granted in 2023 . |
| 2024 | Annual Incentive | Revenue & EBITDA | Not disclosed | 50% of base | No payout (0%) | Reflects company performance shortfall vs plan . |
Notes:
- Annual incentive payout range is 0%–150% of target based on company revenue and EBITDA outcomes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 14,612 Class A shares; less than 1% of voting power . |
| Options (exercisable within 60 days) | 6,216 shares (portion of Oct 16, 2023 grant) . |
| Unvested RSUs | 12,434 shares (Oct 16, 2023 grant) . |
| Ownership Guidelines | Not disclosed in proxy –. |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, short sales, options trading, trading on margin or pledging) . |
| Clawback | Company adopted clawback policy in 2023 covering cash and performance-based equity upon restatements, regardless of misconduct . |
Equity Awards (Outstanding)
| Award Type | Grant Date | Shares/Units | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Stock Options | Oct 16, 2023 | 6,216 exercisable; 12,434 unexercisable | $2.46 | 10/16/2033 | Options vest in equal annual installments over 3 years from grant . |
| RSUs | Oct 16, 2023 | 12,434 | N/A | N/A | RSUs vest in equal annual installments over 3 years from grant . |
Market value reference (as of 12/31/2024): RSUs $30,588 shown in proxy for Diaz’s outstanding RSUs .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start (CFO) | Permanent CFO effective Oct 16, 2023 (after interim role from Jun 5, 2023) . |
| Employment Nature | At-will; Executive Employment Agreement effective Oct 16, 2023 . |
| Base Salary Eligibility | Initial base $350,000 with committee discretion to adjust . |
| Bonus & LTI Eligibility | Eligible for annual cash bonus and Omnibus equity plan awards at committee discretion . |
| Severance (no CIC) | If terminated without cause or resigns for good reason pre-CIC: 12 months base salary continuation (release required) . |
| Severance (upon/following CIC) | If terminated without cause or resigns for good reason upon/following CIC: 24 months base salary continuation plus lump sum equal to target bonus for year of separation (release required) . |
| Covenants | Non-competition, non-solicitation, non-disparagement, confidentiality, IP; duration/scope not specified in proxy summary . |
| Corporate Secretary Role | Diaz serves as Corporate Secretary and is listed for shareholder communication and proxy matters . |
Governance/Role in Filings
- Diaz signs Sarbanes-Oxley Section 302 and 906 certifications as CFO and principal financial and accounting officer (Q3 2025 10-Q) .
- She signs 8-Ks and 10-Q signatures as duly authorized signatory .
Compensation Structure Analysis
- 2024 compensation skewed to fixed cash (salary $350,000 and $10,000 stipend) with no annual bonus payout and no stock awards in that year, reducing at-risk pay vs 2023 which included equity grants and an 85% of target bonus .
- Annual incentive metrics tied to revenue and EBITDA, with a wide payout range; 2024 zero payout indicates metric-driven discipline amidst operational pressure .
- Clawback and hedging/pledging prohibitions improve shareholder alignment and mitigate risk of misaligned incentives .
Risk Indicators & Red Flags
- Going concern language included by auditor for FY2024; net loss of $10.1 million for six months ended June 30, 2025 highlights financial stress that can influence retention risk and the need for equity financing .
- Company is pursuing capital flexibility via share authorization increase and an equity reserve facility, raising dilution risk that can affect perceived alignment of equity awards and insider holdings –.
Investment Implications
- Alignment: Diaz’s direct ownership is modest (<1%), but multi-year RSU/option vesting and strict no-hedging/no-pledging policy support alignment; clawback coverage strengthens pay-for-performance accountability .
- Retention risk: Double-trigger CIC protection (24 months salary + target bonus) and 12-month severance pre-CIC reduce turnover risk, but ongoing liquidity challenges elevate organizational risk; annual bonus zero in 2024 indicates high hurdle for payouts .
- Trading signals: No pledging allowed; vesting schedules over three years imply potential periodic Form 4 activity on vest dates; continued equity issuance and facility usage may pressure share price and influence insiders’ exercise/hold behavior .