Donald Isaacman
About Donald Isaacman
Donald Isaacman (age 78) served as a Class III director of Shift4 Payments, Inc. since formation and as President of Shift4 Payments, LLC since its founding in 1999; he holds a B.S. in Marketing and Sales from Monmouth University . He is not independent under NYSE rules due to his relationship with the Company and family ties to CEO Jared Isaacman; he resigned from the Board effective August 5, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shift4 Payments, LLC | President | 1999–present (as of 2025 proxy) | Founding senior leader; prior Board of Managers member (1999–2020) |
| Supreme Security Systems, Inc. | Vice President | Feb 1971–Sep 2000 | Led operations in home/business security |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in 2025 proxy | — | — | No other public company directorships mentioned |
Board Governance
- Class/tenure: Class III director with term expiring at the 2026 annual meeting; served since Company formation; resigned August 5, 2025 .
- Independence: Not independent (along with Jared Isaacman and Sarah Grover) per NYSE rules; Sarah Grover’s non-independence is due to a consulting arrangement with Rook .
- Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees in 2024 .
- Attendance: In 2024 there were 9 Board meetings; each director attended at least 75% of the aggregate of Board and applicable committee meetings; all incumbent directors attended the 2024 annual meeting .
- Board leadership: Company is a “controlled company” under NYSE rules due to Jared Isaacman’s voting control; the Board relies on controlled company exemptions at times. Lead Independent Director is Christopher Cruz .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Committee chair/member fees | $0 (not a committee member) |
| Meeting fees | None specified in policy; standard program is retainer plus equity |
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual equity grant (2024) | Stock awards (RSUs) grant-date fair value: $200,000 |
| Unvested RSUs at 12/31/24 | 2,757 units |
| Vesting | Initial/Annual Awards vest in full on the first anniversary of grant |
| Change-in-control | All unvested director RSUs vest in full upon a change in control |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No interlocks or other public boards disclosed for Donald Isaacman in 2025 proxy |
Expertise & Qualifications
- Senior operating leader with decades-scale tenure as President of Shift4 Payments, LLC (payments operations and governance continuity) .
- Prior leadership in security systems industry (Vice President at Supreme Security Systems) .
- Educational credentials: B.S. in Marketing and Sales (Monmouth University) .
Equity Ownership
| Measure | As of Date | Amount |
|---|---|---|
| Class A shares beneficially owned | Apr 22, 2025 | 22,746 shares; less than 1% of Class A outstanding |
| Unvested RSUs (director) | Dec 31, 2024 | 2,757 units |
| Hedging/pledging | Company prohibits hedging and pledging of Company securities absent pre-approval; the policy does not restrict pledging of Class B/C and LLC units (Rook pledged 15.0M Class B shares and 15.0M LLC Interests under a margin loan) | |
| Ownership guidelines | Directors: 5x cash retainer within 5 years; shares owned outright and the net value of unvested time-based RSUs count |
Related-Party & Conflict Indicators
| Transaction/Relationship | Counterparty | Amount/Terms | Period |
|---|---|---|---|
| Family relationship | Donald Isaacman is father of CEO/Chair Jared Isaacman; also family ties to other related parties listed below . | — | Ongoing |
| Employment of family member | Michael Isaacman (son; CCO) | ~$1.1 million compensation (salary, RSUs, bonus, car allowance, 401k match) | FY2024 |
| Independent sales agent residuals; partial buyout | Tiffany Caramico (half-sister of Jared; daughter of Donald) | $3.6M buyout in 2022 (cash/equity mix) and $440,515.81 residual commissions in 2024 | 2022; 2024 |
| Aircraft/property service agreement | Jared Isaacman (Founder/CEO/Chair) | $1.0 million expense in 2024 | FY2024 |
| Stockholders Agreement (designation/rights) | Rook Holdings (controlled by Jared Isaacman) | As of Apr 22, 2025, Rook beneficially owned 24.7% of Class A (on an as-converted basis) and may designate one director; reserved matter consent rights apply at 25%+ thresholds as described in the agreement | |
| Margin loan/pledge risk (control bloc) | Rook SPV III (Jared-controlled) | 15.0M Class B shares and 15.0M LLC Interests pledged under Dec 2022 margin loan; foreclosure could pressure stock | |
| Related-party controls | Audit Committee reviews related-person transactions per policy | — | Ongoing |
Insider Trades (Section 16)
| Date | Form | Link |
|---|---|---|
| Jun 17, 2025 | Form 4 (Donald Isaacman) | https://investors.shift4.com/sec-filings/section-16-filings/content/0000950170-25-087636/0000950170-25-087636.pdf |
Governance Assessment
- Effectiveness/engagement: Attended at least 75% of Board/committee meetings in 2024; not assigned to audit/compensation/nominating committees, limiting direct oversight roles .
- Independence/controls: Not independent; significant family interlocks (CEO is son; son Michael employed; daughter Tiffany is a large independent sales agent with residuals/buyout). Related-person transactions are governed by a formal policy reviewed by the Audit Committee, which mitigates, but does not eliminate, perceived conflicts .
- Ownership alignment: Holds 22,746 Class A shares plus unvested RSUs; director ownership guidelines apply (5x retainer within five years). Company prohibits hedging/pledging (with specific exceptions for Class B/C and LLC interests used by Rook), reducing misalignment risk for Class A holdings but leaving some systemic risk tied to pledged high-vote shares at the control bloc .
- Controlled company context: Shift4 is a controlled company under NYSE rules; Board utilizes exemptions at times. Lead Independent Director in place (Cruz). Rook’s ownership was 24.7% as of Apr 22, 2025 (one director designation right), below the 25% threshold for certain reserved consents in the Stockholders Agreement .
- Transition signal: Donald Isaacman resigned from the Board effective August 5, 2025; Nancy Disman was appointed to the Class III seat, which may modestly improve perceived independence/mix of skills on the Board .
Red flags: Non-independence, multiple family-related transactions (employment and sales residuals), and control-related financing (Rook margin loan pledges) that could trigger forced share sales under stress .
Mitigants: Formal related-party review policy; anti-hedging/pledging policy (Class A); director ownership guidelines; lead independent director structure; strong Say-on-Pay support (99.7% in 2024) indicating overall shareholder support for governance/compensation programs .