David Levin
About David Levin
David Levin (age 63) is a Class III independent director of Emerald Holding, Inc. (EEX), serving since August 2020; his current term expires at the 2026 Annual Meeting . The Board has affirmatively determined Levin is independent under NYSE rules and Rule 10A‑3 . He holds an MBA from Stanford and an M.A. from Oxford University, and currently serves as Executive Chairman of the COFRA Holding AG Sustainable Food group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McGraw Hill | Chief Executive Officer | 2014–2017 | Led transformation of education/media operations (experience cited by EEX) |
| UBM plc | Chief Executive Officer | 2005–2013 | Major global events operator; deep trade show experience |
| Symbian Ltd | Chief Executive Officer | 2002–2005 | Technology leadership |
| Psion PLC | Chief Executive Officer | 1998–2002 | Technology hardware/software |
| Euromoney Institutional Investor plc | COO and CFO | 1994–1998 | Financial and operational leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| COFRA Holding AG Sustainable Food group | Executive Chairman | Current | Full‑time executive chair role |
| Other current public company boards | — | Not disclosed | No current public company directorships disclosed for Levin in the proxy |
Board Governance
- Independence: The Board determined Levin is independent under NYSE and Exchange Act Rule 10A‑3 .
- Committee assignments: Levin is not currently a member of the Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings; all nine directors attended the 2024 Annual Meeting .
- Board structure context: EEX is a “controlled company” (Onex owned 92.4% as of March 31, 2025), though the Board currently has a majority of independent directors; the Board has no designated Lead Independent Director .
- Stock ownership guidelines: Independent directors must hold shares equal to 4× annual cash retainer ($300,000) within five years; hedging and pledging are prohibited by policy .
Fixed Compensation
| Component | Amount/Terms | Vesting | 2024 Value |
|---|---|---|---|
| Annual cash retainer | $75,000 for independent directors | N/A | $75,000 |
| Equity retainer (RSUs) | $100,000 grant each year | One‑year vesting | $100,000 |
| Committee chair/member fees | None for Levin (no committee roles) | N/A | $0 |
| Total 2024 director pay | Cash + RSUs | As above | $175,000 for Levin |
Performance Compensation
| Metric Category | Design | Targets | Payout Determination |
|---|---|---|---|
| Director equity vehicle | Time‑based RSUs | None; time‑vest only | Vests over one year; no performance linkage |
Directors do not have performance‑based cash or equity incentives; RSU grants are time‑based only .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Levin .
- Prior public roles relevant to events/media: CEO of UBM plc (events operator) and leadership roles at McGraw Hill and Euromoney Institutional Investor plc .
- Controlled company context (Onex): Multiple directors affiliated with Onex serve on EEX’s Board; Levin is not affiliated with Onex and is deemed independent . Related‑party exposures involving Onex (ASM venue fees, Convex insurance) were conducted at arm’s length; Onex exited ASM ownership in 3Q24 .
Expertise & Qualifications
- Education: MBA (Stanford), M.A. (Oxford) .
- Domain expertise: Extensive trade show and data analytics leadership; technology and operations experience; prior CFO/COO responsibilities .
- Board qualifications: Strategic guidance in events/media and technology cited by EEX .
Equity Ownership
| Category | Shares/Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/31/2025) | 264,968 shares; under 1% of outstanding | Based on 199,597,204 shares outstanding |
| Unvested RSUs (as of 12/31/2024) | 15,175 RSUs (for each director) | Annual director RSU grant; one‑year vest |
| Stock ownership guideline | 4× cash retainer = $300,000 target | Compliance status not disclosed |
| Hedging/Pledging | Prohibited for directors/officers | Policy covers short sales, options, margin/pledging |
Governance Assessment
-
Positives
- Independent status with deep industry and operational experience; useful for EEX’s B2B events strategy .
- Regular equity retainer supports alignment; RSUs with annual vesting provide ongoing exposure to share price .
- Board‑level attendance expectations met; all directors reached ≥75% and attended the Annual Meeting .
- No Section 16(a) delinquency noted for Levin; late filings disclosed for certain others (PEO/CFO and Onex vehicle) .
-
Risks and potential RED FLAGS
- Controlled company status with Onex owning 92.4% reduces formal independence requirements; no Lead Independent Director designated .
- Levin holds no committee assignments (Audit/Comp/NomGov), limiting direct influence on oversight levers (financial reporting, pay, nominations) .
- Prior service as a Preferred Stock Director before Onex’s preferred conversion (reclassified to Class III common director in 2024); independence has been reaffirmed, but history warrants monitoring under controlled company dynamics .
- Related‑party exposures with Onex affiliates (venues, insurance) exist at company level; while arm’s‑length and overseen by Audit, investors should continue to monitor for conflicts as part of controlled company risk .
Overall signal: Levin’s background fits EEX’s events/media profile and he is independent, but lack of committee roles plus controlled company governance warrant attention to board effectiveness and shareholder alignment .