David Mounts Gonzales
About David Mounts Gonzales
Independent director at Evolv Technologies Holdings, Inc. since November 2023; age 61; MBA from The Wharton School and BS from University of Nevada, Las Vegas. Former CEO and Chairman of Inmar Intelligence (2010–2022) and prior roles at Domino’s Pizza (CFO; EVP Supply Chain) and UPS (23-year tenure) . As of April 2025, he is deemed independent under Nasdaq rules and serves on the Audit Committee; Board disclosed broad governance enhancements following 2024 control issues and restatements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inmar Intelligence, Inc. | CEO (2010–2022); Chairman (2014–2022) | 2010–2022 | Led transformation from services to market‑leading data platform/software for ~20,000 retail and healthcare companies |
| Domino’s Pizza, Inc. | CFO (2005–2007); EVP Supply Chain (2007–2010) | 2005–2010 | Leadership team credited with product/e‑commerce/supply chain transformation |
| UPS | Various roles, increasing seniority | 1983–2006 | 23-year tenure across finance/operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aero X Ventures | Managing Partner | Current | Venture fund focused on Advanced Air Mobility |
| Wharton Graduate Executive Board; Wharton Alumni Executive Board (past chair) | Board/Advisor | Current/past | Institutional engagement |
| Elliott Aviation | Board Member | Current | Board service |
| Corridor Capital | Advisor | Current | Advisory role |
| Papa Murphy’s Holdings, Inc. | Director | 2014–2019 | Public company directorship |
| Inmar Intelligence, Inc. | Director | 2010–2022 | Corporate board |
| ModivCare Inc (MODVQ) | Director & 10% owner | 2025 | Based on SEC Form 4 ownership reporting data (third‑party aggregation) |
Board Governance
- Class II Director; term expires at the 2026 annual meeting .
- Independence: Board determined he is independent under Nasdaq rules .
- Committees: Audit Committee member (Audit Chair: Kimberly Sheehy; other members: Richard Shapiro) .
- Attendance: Board held 24 meetings in FY2024; each director attended at least 75% of Board and committee meetings. In FY2023, Board held 8 meetings; each director attended ≥75% .
- Audit Committee activity: 7 meetings in 2024; 9 meetings in 2023 .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 8 | 24 |
| Director attendance threshold | ≥75% | ≥75% |
| Audit Committee meetings | 9 | 7 |
| Independence status (Board-level) | Independent | Independent |
Fixed Compensation
- Non-employee director cash compensation policy (updated July 2023): annual Board retainer $40,000; Chair of Board $40,000; Audit Chair $20,000; Audit Member $8,000; Compensation Chair $12,000; Compensation Member $5,000; Nominating Chair $10,000; Nominating Member $5,000; Investment Chair $10,000; Investment Member $5,000. Paid quarterly, pro‑rated for partial quarters .
- FY2024 cash fees earned by David Mounts Gonzales: $48,000 .
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $40,000 | Non-employee director |
| Audit Committee member fee | $8,000 | As Audit member |
| FY2024 cash fees (actual) | $48,000 | Reflects pro‑rated service and committee assignment |
Performance Compensation
- Annual RSU grant to non-employee directors: $155,000 grant value at the annual meeting; vests in full on the earlier of one year post‑grant or the date before the next annual meeting; accelerates upon change in control .
- FY2024 stock awards to David Mounts Gonzales: $154,998 grant-date fair value; RSUs granted (standard annual grant) .
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director RSU | $155,000 policy value | Full vest at earlier of 1 year or date before next annual meeting; change‑in‑control acceleration | None (time-based RSUs; no performance conditions disclosed) |
| FY2024 RSU (actual) | $154,998 | Per policy terms above | None |
Note: The FY2024 Director Compensation table in the 2025 proxy displays totals that appear inconsistent with fee+equity subtotals; analysis relies on disclosed fee and stock award components rather than the total column .
Other Directorships & Interlocks
- Public boards: Papa Murphy’s (2014–2019) .
- Industry nexus on EVLV Board: Motorola Solutions OEM partner; its designee (Rajan Naik) serves on EVLV’s Board, with independence affirmed by the Board after assessing the relationship. No such related-party ties disclosed for David Mounts Gonzales .
- No disclosed compensation committee interlocks for David; committee interlocks stated “none” for FY2024 .
| Entity | Relationship Type | Governance Consideration |
|---|---|---|
| Motorola Solutions (OEM partner) | Board designee (Rajan Naik) | Independence considered and affirmed by Board; not applicable to David |
| Papa Murphy’s | Former director | No current interlock with EVLV |
Expertise & Qualifications
- Executive leadership in retail/healthcare data platforms (Inmar), supply chain, and operations (Domino’s, UPS) .
- Finance and operations expertise consistent with Audit Committee assignment; Board lists Audit as financially literate (Audit Chair qualifies as financial expert) .
- Education: MBA (Wharton), BS (UNLV) .
Equity Ownership
- Beneficial ownership (as of April 2, 2024): 70,544 shares (50,000 common + 20,544 RSUs vesting within 60 days); <1% of outstanding shares .
- Insider open‑market purchase: On Aug. 13, 2024, bought 50,000 shares at $3/share, increasing holdings to 120,544 shares; post‑transaction position reported via Form 4 .
- Insider filings: Form 4 submission on June 3, 2025 (period of report May 31, 2025) indicates changes in beneficial ownership; details available in filing index .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of EVLV securities by directors .
- Director Stock Ownership Guidelines: Adopted April 2025; require holdings equal to 5x annual cash retainer within five years; as of April 21, 2025, directors were compliant or within time to comply .
| Ownership Item | As-of Date | Value |
|---|---|---|
| Beneficial shares | Apr 2, 2024 | 70,544; <1% |
| Open‑market purchase | Aug 13, 2024 | 50,000 shares @ $3; holdings → 120,544 shares |
| Anti‑hedging/pledging policy | Policy | Prohibits hedging/pledging by directors |
| Ownership guideline | Apr 2025 | 5x annual cash retainer within 5 years |
Governance Assessment
- Strengths:
- Independence and Audit Committee service support board risk oversight; Audit met frequently in 2023–2024 .
- Attendance ≥75% at Board and committees in 2023–2024; indicates engagement .
- Personal open‑market buy (50,000 shares) signals confidence and improves alignment; anti‑hedging/pledging policy further aligns interests .
- Director ownership guidelines (5x retainer) adopted; compliance affirmed or within timeframe .
- Watch items / red flags:
- Company restatement and FTC inquiry in 2024; Board responded with governance/control enhancements and leadership changes. Continued Audit Committee vigilance remains critical .
- Related-party risk exists via Motorola OEM partnership and board designee (not tied to David), with independence affirmed; ongoing monitoring advisable .
- Director compensation totals in 2025 proxy appear inconsistent; use disclosed component amounts for evaluation .
Director Compensation – Summary Tables
| FY | Cash Fees ($) | Equity Awards ($) | Notes |
|---|---|---|---|
| 2023 | 12,000 | 88,750 | Joined Board Nov 2023; pro‑rated grant 20,544 RSUs |
| 2024 | 48,000 | 154,998 | Annual RSU grant per policy; vest per director plan |
| Policy Element | Amount | Vesting/Terms |
|---|---|---|
| Annual Board retainer | $40,000 | Quarterly in arrears |
| Audit Committee member | $8,000 | Quarterly in arrears |
| Annual director RSU | $155,000 | Full vest at earlier of 1 year or day before next annual meeting; CIC acceleration |
Insider Trades – Selected Filings
| Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| Aug 13, 2024 | Open market purchase (P) | 50,000 | $3.00 | 120,544 | |
| Jun 3, 2025 (Period: May 31, 2025) | Form 4 filed | — | — | — |
Related Party Transactions (Conflict Review)
- EVLV’s related-party policy requires Audit Committee review of transactions >$120,000 with directors/officers/5% holders; compensation for director services is pre‑approved .
- Disclosed relationships: Motorola OEM partnership and board designee (Rajan Naik); revenue from Motorola distributor services $9.6M (2023). Board reaffirmed Naik’s independence and noted no family relationships among directors/officers .
- No related-party transactions disclosed involving David Mounts Gonzales .
Compensation Committee Analysis (Context)
- Committee membership: Kevin Charlton (Chair), Kimberly Sheehy, Mark Sullivan; retains independent consultant FW Cook; no member is an officer; no interlocks reported .
- 2024 Say‑on‑Pay support ~78%; program changes added MSUs for executives and enhanced disclosure; not directly applicable to director pay .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay support ~78%; extensive shareholder outreach and governance changes in 2024–2025 .
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | MBA (Wharton); BS (UNLV) |
| Technical/Functional | Finance, supply chain, operations, data platforms |
| Board qualifications | Audit Committee member; financial literacy (Board-level determination for Audit Committee; Chair is financial expert) |
Governance Assessment – Implications for Investors
- Board effectiveness: His Audit Committee role and prior operational/financial leadership are additive to EVLV’s control remediation era; engagement and independence are positives .
- Alignment: Open‑market purchase and ownership guidelines improve skin‑in‑the‑game alignment; anti‑hedging/pledging policy restricts misalignment behaviors .
- Conflict risk: No related‑party exposures disclosed involving David; monitor Motorola relationship managed via Board independence determinations .
- Red flags: Company-level restatement and control weaknesses—Board response is documented; continued oversight quality remains a key watchpoint for investor confidence .