David Hood
About David Hood
David C. Hood, age 63, has served on Fathom Holdings’ Board since 2019. He is a Certified Public Accountant, designated by the Board as an “audit committee financial expert.” Hood was an audit partner at Ernst & Young LLP in Raleigh from 2005–2015 and previously Vice President, Finance at Quintiles Americas (now IQVIA) from 1993–2000, where he helped take the company public. He holds a B.S. in accounting from Guilford College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (Raleigh) | Audit Partner | 2005–2015 | Led audit engagements; deep PCAOB standards expertise |
| Quintiles Americas (IQVIA) | Vice President, Finance | 1993–2000 | Helped take company public; capital raises, M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed for Hood |
Board Governance
- Committee assignments: Audit Committee Chair; member composition includes Hood (Chair), Rothstein, Gupta, Venable; expected post-AGM composition Hood (Chair), Rothstein, Venable .
- Independence: Board determined Hood is independent under NASDAQ rules; meets additional independence standard for audit committee service .
- Attendance and engagement (2024): Board met 7 times; Audit 5; Comp 4; Nominating & Governance 5. All current directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors hold regular executive sessions .
- Expertise: Board-designated “audit committee financial expert” .
2024 Board and Committee Meetings
| Body | Meetings | Note |
|---|---|---|
| Board | 7 | Attendance ≥75% for all current directors; all attended 2024 AGM |
| Audit Committee | 5 | Hood is Chair; responsibilities include auditor oversight, related-party review |
| Compensation Committee | 4 | Independent members; refreshed post-AGM |
| Nominating & Governance Committee | 5 | Independent members; Venable Chair |
Fixed Compensation (Non-Employee Director Pay – 2024)
- Structure: Annual retainer $50,000 cash; committee chair fees—Audit $30,000, Compensation $15,000, Nominating & Governance $15,000; committee member fees—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; Independent Board Chair receives $85,000 (not applicable to Hood) .
- Hood’s actual 2024 cash received: $84,375 .
| Director | Cash Fees ($) | Notes |
|---|---|---|
| David C. Hood | 84,375 | Includes retainer and committee roles; exact breakdown not itemized in proxy |
Performance Compensation (Equity – 2024)
- Annual director equity: $100,000 grant-date fair value; August 19, 2024 grant of 43,478 RSUs vesting in full on August 18, 2025 .
- Options outstanding (as of Dec 31, 2024): Hood had 18,337 options outstanding, all exercisable .
| Item | Detail | Amount/Units | Key Dates |
|---|---|---|---|
| RSU grant (2024) | Annual non-employee director grant | 43,478 RSUs; $100,000 fair value | Granted Aug 19, 2024; vests Aug 18, 2025 |
| Stock options (outstanding) | Exercisable | 18,337 options, all exercisable | As of Dec 31, 2024 |
Performance Metrics Table (Director Equity)
| Metric | Applied to Hood’s Director Equity | Source |
|---|---|---|
| Revenue growth | Not disclosed | — |
| EBITDA/TSR targets | Not disclosed | — |
| ESG goals | Not disclosed | — |
| Vesting condition | Time-based RSUs vesting at 1 year |
No performance-based equity metrics are disclosed for non-employee director awards; vesting is time-based .
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Adam Rothstein | Director (2025); associated with Prometheus Foundation, a 9.9% holder | Related holdings disclosed; Board independence review maintained |
| Scott Flanders | Independent Chair; participant in 2024 convertible notes offering | Notes to Chairman; not to Hood; audit committee oversees related-party transactions |
Expertise & Qualifications
- CPA; former Big Four audit partner; public company IPO and capital markets experience (IQVIA); M&A exposure; designated “audit committee financial expert” .
- Skills aligned to audit oversight, internal controls, financial reporting, and related-party review .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| David C. Hood | 101,690 | * (<1%) | Includes equity per SEC beneficial ownership rules; options within 60 days counted if applicable |
| Shares Outstanding (as of July 1, 2025) | 28,149,753 | — | Basis for % calc |
| Options outstanding (Dec 31, 2024) | 18,337, all exercisable | — | Director-level options disclosure |
| RSUs unvested (2024 grant) | 43,478 vest Aug 18, 2025 | — | Time-based vesting |
- Hedging/pledging policy: The Company strongly discourages hedging or pledging of Company shares by employees and directors .
- Director ownership guidelines: Not disclosed in proxy .
Insider Trades
| Filing Date | Transaction Date | Security | Quantity | Nature | Note |
|---|---|---|---|---|---|
| Sep 11, 2024 | Aug 19, 2024 | RSUs/Common Stock | 43,478 | Director grant | Listed among Section 16(a) delinquent reports (late Form 4) |
Governance Assessment
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Strengths
- Independence and expertise: Hood is independent and the Board-designated audit committee financial expert; chairs an active audit committee (5 meetings in 2024) overseeing auditor independence, related-party approvals, and ICFR, supporting investor confidence in financial reporting .
- Attendance and engagement: Board and committees met frequently; all current directors met ≥75% attendance and attended the 2024 AGM, indicating engagement .
- Alignment mechanisms: Director equity grants and existing exercisable options provide ownership alignment; beneficial ownership disclosed; anti-hedging/pledging policy strengthens alignment .
-
Watch Items / Red Flags
- Section 16(a) reporting timeliness: Proxy lists Hood’s Sept 11, 2024 Form 4 reporting an Aug 19, 2024 grant among delinquent filings; while not uncommon, repeated late filings could signal process weaknesses. Monitor future filings for timeliness .
- Related-party environment: Company engaged in transactions with insiders (e.g., convertible notes to Chair; acquisitions from founder; Board share purchases). Audit committee (chaired by Hood) is responsible for approval/ratification; continued robust oversight is essential to mitigate conflict risk .
- Director pay mix: 2024 non-employee director compensation includes meaningful time-based RSUs; absence of performance conditions in director equity means alignment is tenure-based rather than performance-based, typical but less performance-sensitive .
-
Implications
- Hood’s finance/audit depth and chair role are positives for board effectiveness in a complex related-party context. The late Section 16 filing is a mild governance blemish; consistent on-time reporting and transparent related-party review will be key to sustaining investor confidence .