David Doft

About David Doft

David Doft (age 53) is Chief Financial Officer and Treasurer of Emerald Holding, Inc. (EEX), serving as the company’s Principal Financial Officer and Principal Accounting Officer; he joined Emerald in January 2020 and has 25+ years of experience in accounting, corporate finance and strategic planning . He holds a B.S. in Economics from the Wharton School of the University of Pennsylvania . Under his tenure, Emerald delivered 2024 revenues of $398.8 million (+4.2% YoY) and Adjusted EBITDA of $101.7 million, with net income of $2.2 million . The company’s disclosed “Pay vs. Performance” TSR table shows a value of $52.17 for an initial $100 investment as of 2024; Emerald’s CFO has emphasized disciplined capital allocation, with net debt to covenant EBITDA of 2.56x as of June 30, 2025, along with active buybacks and maintained dividends while reaffirming 2025 guidance of $450–460 million revenue and $120–125 million Adjusted EBITDA .

Past Roles

External Roles

No current public company directorships or committee roles disclosed for Mr. Doft. He periodically represents Emerald at investor conferences (e.g., Goldman Sachs Leveraged Finance & Credit Conference; Maxim Group Tech Conference) .

Fixed Compensation

Notes:

• Employment agreement provides base salary of $480,000 and target bonus of $520,000 (108% of salary) .
• 2024 Annual Incentive Plan used Adjusted EBITDA to fund the bonus pool; result below target led to zero AIP payouts for NEOs .

Performance Compensation

Annual Incentive Plan (AIP) – 2024

Long-Term Incentives (Equity) – Structure and Outstanding Grants

Context on in-the-money status (as of 12/31/2024): FMV used in proxy was $4.82; thus $3.81 options were in-the-money; $5.26/$6.00/$8.00 were out-of-the-money at that date; performance RSUs hurdle range ($18–$24) far above that FMV baseline .

2023 Equity Grant Value

Equity Ownership & Alignment

Beneficial Ownership (Record Date of Proxy)

• Stock ownership guidelines require executives to hold 2x–5x base salary (by role) within five years of becoming an executive; forms of equity that count include outright shares, unvested time-based RSUs, and value of vested, unexercised options .
• No hedging or pledging: the securities trading policy prohibits short sales, derivatives, holding in margin accounts, pledging, or hedging/monetization transactions by directors and executive officers .

Outstanding Equity Detail (as of 12/31/2024)

Employment Terms

Estimated Payments (as of 12/31/2024; assumes $4.82 stock price)

Change-in-control equity treatment:

• Time-based RSUs: accelerate per plan; performance-vesting RSUs may vest to the extent buyer’s per-share price meets thresholds; remaining unvested portion forfeited. If terminated within six months prior to CoC through CoC date (other than for cause) or resigns for good reason, unvested PSUs remain eligible to vest per award terms .

Performance Compensation – Additional Observations

• Equity cadence: Company notes it has operated similar to a privately-owned company, granting larger equity awards episodically rather than annually; 2025 RSU grants approved with 3-year ratable vesting and acceleration on qualifying termination or CoC .
• 2024 AIP discipline: Committee declined to fund the bonus pool when Adjusted EBITDA was below target .

Risk Indicators & Other Governance Notes

• Late Section 16 filing: Mr. Doft filed a late Form 4 on January 14, 2025 for a 2021 RSU vesting event due to administrative oversight (company cites timely compliance otherwise) .
• No hedging/pledging: Policy materially reduces alignment risk from collateralization or hedge monetization .
• Capital allocation and leverage: CFO highlighted 2.56x net debt/covenant EBITDA, ~$6.9 million Q2 2025 buybacks at $4.24 average, and remaining authorization, plus dividend continuity; 2025 guidance reaffirmed—signals confidence but also sets performance bar for incentive outcomes .

Performance & Track Record

CFO operating commentary emphasizes disciplined capital deployment (M&A, organic growth, debt reduction, shareholder returns), proactive communication on seasonality and acquisition-related cash flow timing effects, and visibility into bookings into 2026 .

Compensation Committee & Policies (Context)

• Compensation Committee members: Michael Alicea (Chair), Lynda Clarizio, Kosty Gilis, Emmanuelle Skala; Gilis is a managing director at Onex, Emerald’s controlling shareholder .
• Stock Ownership Guidelines and No Hedging/Pledging policy as summarized above .

Investment Implications

• Alignment: Material beneficial ownership (1.4%) and significant vested/unvested options create strong equity linkage; ownership guidelines and anti-hedging/pledging policy further align incentives .
• Near-term selling pressure: Time-based RSUs vesting on 1/4/2025 and 1/4/2026 and multiple option tranches vesting 2025–2028 create calendar events; however, many option strikes ($5.26/$6.00/$8.00) were out-of-the-money vs. the $4.82 proxy FMV baseline, muting immediate exercise incentives; the $3.81 tranche was in-the-money at that baseline .
• Retention and CoC: 2024–2025 retention bonuses (unvested $351,000 value counts in CoC payments) and one-year cash severance reduce voluntary departure risk through at least December 31, 2025; CoC treatments could crystallize value (notably options) and therefore represent a meaningful change-in-control incentive .
• Pay-for-performance discipline: Zero 2024 AIP payout underscores committee discipline tied to Adjusted EBITDA, suggesting lower headline cash comp sensitivity to shortfalls while maintaining equity-driven upside .
• Execution lens: CFO’s communication on leverage (2.56x), buybacks/dividends, and reaffirmed 2025 guidance supports confidence in cash generation; continued delivery against revenue and Adjusted EBITDA targets will be key to future AIP funding and long-term equity realizations .