John D. “Jack” Furst
About John D. “Jack” Furst
Independent director of DTI since 2012; age 66; chair of the Audit Committee and member of the Nominating & Corporate Governance Committee. Founder of Oak Stream Investors (est. 2008). Prior roles include partner at HM Capital Partners (formerly Hicks, Muse, Tate & Furst) from 1989–2008, vice president/partner at Hicks & Haas, M&A/corporate finance specialist at The First Boston Corporation, and financial consultant at PwC. He holds a B.S. (with honors) from Arizona State University and an MBA (with honors) from The University of Texas at Austin; the Board has determined he is an “audit committee financial expert.” The proxy also highlights his leadership during a recent cybersecurity incident in board oversight context.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HM Capital Partners LLC (formerly Hicks, Muse, Tate & Furst) | Partner; investment origination, structuring, monitoring | 1989–2008 | Private equity investing across public/private companies |
| Hicks & Haas | Vice President; later Partner | — | Private investment firm experience |
| The First Boston Corporation | M&A and Corporate Finance Specialist | — | Transactional expertise |
| PricewaterhouseCoopers (PwC) | Financial Consultant | — | Financial advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Southwest (BDC) | Director | Since 2014 | Chair, Compensation Committee (since April 2019) |
| Oak Stream Investors | Founder | Since 2008 | Private investment firm in real estate, O&G, fixed income, public/private equities |
Board Governance
- Independence: Board determined all directors except the CEO (R. Wayne Prejean) and Chair (Thomas O. Hicks) are independent under SEC/Nasdaq rules; Furst is independent.
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee (Member). The Board designates Furst as an “audit committee financial expert.”
- Attendance and engagement: In FY2024 the Board met five times; every director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting, and directors are encouraged to attend.
- Related-party oversight: Audit Committee reviews/approves related-party transactions and oversees risk, including IT/cybersecurity; held five meetings in FY2024. Nominating & Corporate Governance held one meeting in FY2024.
| Committee | Role | 2024 Meetings | Noted responsibilities |
|---|---|---|---|
| Audit | Chair | 5 | Appoints/oversees auditor; reviews financials/internal controls; reviews/approves related-party transactions; oversees risk incl. IT/cybersecurity. |
| Nominating & Corporate Governance | Member | 1 | Director recruitment; governance guidelines; Board/committee self-evaluations; ESG oversight. |
Fixed Compensation
- Director pay program: $15,000 per in‑person meeting; $5,000 per virtual meeting; annual cash retainers—Audit Chair $25,000; Comp Chair $20,000; N&CG Chair $20,000; Audit member $20,000; Comp member $15,000; N&CG member $15,000; annual equity grant target $75,000 (granted day prior to annual meeting; vests one year).
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 176,802 | — | 276,802 |
| 2023 | 60,000 | — | — | 60,000 |
Notes:
- As Audit Chair and N&CG member, Furst is eligible for the respective annual retainers under the program above (actual cash realized reflected in the 2024 fees column).
Performance Compensation
- Structure: Non‑employee director equity awards are time‑based RSUs; no performance metrics disclosed for director equity grants.
| Equity element | Grant date | Quantity | Vesting | Valuation basis | Notes |
|---|---|---|---|---|---|
| RSUs (for 2023 service) | May 14, 2024 | 18,610 | Vested at grant | $5.47 (close on 5/13/2024) | Part of directors’ 2024 stock awards value |
| RSUs (for 2024 service) | May 14, 2024 | 13,712 | Vests on 1‑year anniversary | $5.47 (close on 5/13/2024) | Certain directors held 13,712 RSUs as of 12/31/2024 |
| RSUs outstanding (Furst) | As of record date 3/17/2025 | 18,610 vested; 13,712 unvested | 13,712 will vest within 60 days of record date | — | Footnote details for Furst |
| Total 2024 stock award value (Furst) | 2024 | — | — | — | $176,802 (aggregate grant-date fair value) |
Other Directorships & Interlocks
| Company | Role | Since | Committee roles |
|---|---|---|---|
| Capital Southwest (BDC) | Director | 2014 | Chair, Compensation Committee since April 2019 |
Additional interlock disclosure: DTI states there were no Compensation Committee interlocks or insider participation relationships requiring disclosure under Item 404 for 2024.
Expertise & Qualifications
- Audit committee financial expert; extensive leveraged acquisitions/private investing background; governance experience across boards; cited for leadership during a cybersecurity incident in Board oversight.
- Education: B.S., Arizona State University (honors); MBA, The University of Texas at Austin (honors).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 207,633 shares; less than 1% of outstanding shares (based on 35,592,737 shares outstanding as of 3/17/2025). |
| Breakdown | Includes options exercisable within 60 days: 57,059; 18,610 vested RSUs; 13,712 RSUs vesting within 60 days; and 118,252 shares owned by Oak Stream Investors II, Ltd.; Furst disclaims beneficial ownership of Oak Stream shares beyond his pecuniary interest. |
| Hedging/pledging | Company policy prohibits hedging, short sales, derivatives, margin accounts, and pledging by directors, officers, employees, and contractors. |
| Ownership guidelines | Directors required to own ≥5x annual cash received from meeting attendance fees; as of record date, each covered director was in compliance or within the five-year phase-in period. |
Governance Assessment
- Positives: Independent director, Audit Chair, and SEC-designated financial expert; committees with defined charters met regularly (Audit: 5x; N&CG: 1x); Board-level attendance thresholds met; all directors attended the 2024 Annual Meeting—signals engagement. Equity grants and ownership guidelines align incentives; company prohibits hedging/pledging.
- Watch items / potential conflicts: Related‑party payments to Hicks Holdings Operating LLC ($750,000 in 2024) while Thomas O. Hicks (non‑independent) serves as Board Chair and is associated with entities holding a controlling position (HHEP‑Directional and affiliates at 40.6%/42.3% depending on entity), heightening the importance of robust Audit Committee oversight (which Furst chairs) and consistent application of related‑party review procedures.
- Compensation structure shift: Furst’s director pay increased from $60,000 (2023) to $276,802 (2024) as the company implemented an annual equity grant and per‑meeting/retainer structure—raising equity alignment but also total pay; monitoring pay-for-service calibration is warranted as governance matures post‑merger.
Report of the Audit Committee was submitted by Furst (Chair), Neuman, and Patterson, recommending inclusion of audited 2024 financial statements in the Form 10‑K filed March 14, 2025—an indicator of active committee oversight.
Procedures for related‑party approvals are codified; Audit Committee may only approve transactions in (or not inconsistent with) the best interests of stockholders.