David Hartley
About David Hartley
C. David Hartley, age 43, was appointed Chief Financial Officer of HireQuest effective May 31, 2025 after serving as VP of Operational Finance and Corporate Development since 2020; he holds a B.A. from Johns Hopkins University and an MBA from NYU Stern School of Business . In Q2 2025, Hartley reported revenue of $7.6M vs $8.7M in Q2 2024 (-12% YoY), adjusted EBITDA of $3.3M with a 43% margin (vs 47% prior-year), and highlighted ~$1.0M year‑to‑date workers’ compensation cost savings, indicating disciplined cost control amid softer sales; he also cited sequential system‑wide sales growth of 6% . As of his initial Section 16 filing (Form 3), Hartley directly owned 42,500 shares of HQI common stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HireQuest, Inc. | VP, Operational Finance & Corporate Development | 2020–2025 | Main architect of >15 acquisitions over past several years, building acquisitive growth strategy . |
| D.A. Davidson (Investment Banking) | Vice President | 2017–2019 | Advised on corporate finance/M&A; experience supports HQI’s acquisition-led strategy . |
| Wunderlich Securities (Investment Banking) | Vice President | 2015–2017 | IB execution and coverage experience . |
| RBC Capital Markets (Investment Banking) | Associate | 2011–2015 | Foundation in deal analysis and transactions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public directorships or external committee roles disclosed in filings . |
Fixed Compensation
- Compensation specifics for Hartley were “unavailable” at appointment with a commitment to file an amendment; no subsequent public filing detailing his base salary, target bonus, or equity grant terms was identified in available 8‑Ks/10‑Qs as of Q3 2025 .
- Governance context: The Compensation Committee (Olmstead—Chair; Shanahan; Malhotra) sets executive compensation, did not engage external advisors for 2024, and considers performance and contribution when setting packages .
- Clawback policy adopted Dec 2023 (Nasdaq Rule 10D‑1 compliant) applies to erroneously awarded incentive compensation .
- Insider trading policy prohibits short sales, options trading, margin accounts, and hedging/monetization arrangements without advance approval .
Performance Compensation
- While Hartley’s incentive plan terms are not disclosed, HireQuest historically uses performance bonuses for senior executives tied to operational drivers. For the CFO predecessor, the employment agreement provided a performance bonus up to 50% of base salary based on tiered goals (YoY sales improvement, accounts receivable turns, workers’ compensation loss ratio, and maintenance of core staff payroll) subject to Compensation Committee approval .
- Company‑level “Pay‑Versus‑Performance” disclosure underscores reliance on equity and formulaic bonuses tied to system‑wide sales and profitability drivers, aligning realized pay with TSR and net income trends .
Recent Operating Performance Indicators (context under Hartley’s CFO tenure)
| Metric | Q2 2024 | Q2 2025 |
|---|---|---|
| Revenue ($USD) | $8.7M | $7.6M |
| Franchise Royalties ($USD) | $8.2M | $7.3M |
| System‑Wide Sales ($USD) | $146.1M | $125.9M; +6% sequential vs Q1 2025 [$118.4M] |
| Adjusted Net Income ($USD) | $2.5M | $2.1M |
| Adjusted EBITDA ($USD) | $4.0M | $3.3M |
| Adjusted EBITDA Margin (%) | 47% | 43% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned | 42,500 common shares (direct) |
| Ownership % of shares outstanding | ~0.30% of 14,033,051 shares outstanding at 4/28/2025 (calculated; base figures: 42,500 ; 14,033,051 ) |
| Vested vs unvested | Not disclosed for Hartley; Form 3 lists non‑derivative common stock, no RSUs/options detail |
| Options (exercisable/unexercisable) | None disclosed for Hartley in available filings |
| Pledging/Hedging | No pledging disclosed; company policy prohibits hedging/margin accounts without advance approval |
| Ownership guidelines | Executive stock purchase matching program documented for Messrs. Hermanns/Crane/McAnnar; Hartley not listed in 2025 proxy description |
Employment Terms
- Appointment/Start: Appointed April 4, 2025, effective May 31, 2025; succeeded retiring CFO Steve Crane .
- Employment agreement: Specific CFO employment/compensation terms for Hartley were not yet available at appointment; no amendment located in filings reviewed as of Q3 2025 .
- Non‑compete/Severance/Change‑of‑Control: Not disclosed for Hartley; prior CFO’s agreement included severance, pro‑rata bonus, and CoC accelerated vesting, but Hartley’s terms are unknown and should not be inferred .
- Controls & reporting: Company disclosed a continuing material weakness in internal controls (insufficient technical accounting resources, IT segregation of duties), with remediation efforts underway; management, including the CEO and CFO, concluded the financial statements fairly present results despite the weakness .
- Certifications: Hartley signed SOX 302/906 certifications on Q2 and Q3 2025 10‑Qs, attesting to the fair presentation of financials and disclosure controls evaluation .
Investment Implications
- Alignment and skin‑in‑the‑game: Direct ownership of 42.5K shares (~0.30%) offers some alignment; lack of disclosed RSU/option detail reduces visibility into vesting‑related selling pressure. Monitor for Form 4 updates on equity grants and transactions (none found to date) .
- Incentive levers: While Hartley’s plan terms are undisclosed, HQI historically ties senior executive bonuses to operational drivers (sales growth, AR turns, workers’ comp loss ratio). His Q2 remarks highlight active cost control and sequential sales improvement, suggesting incentives emphasize cash discipline and operational KPIs .
- Retention/contract risk: Absence of publicly filed employment agreement terms (severance, CoC, non‑compete) creates uncertainty around retention economics and change‑of‑control outcomes; seek the promised amendment or future proxy disclosures .
- Governance and risk: Active independent Compensation Committee and clawback policy are positives; however, a disclosed material weakness persists, elevating execution risk in financial reporting and M&A accounting (relevant given Hartley’s acquisition‑driven mandate) .
- Trading signals: No insider sales/disposals disclosed post‑appointment; watch for initial equity grants or matches that could introduce vesting calendars and potential future selling windows .
- Track record: Hartley’s IB background and role as architect for >15 acquisitions position HQI to continue consolidation; near‑term focus on control remediation and workers’ comp cost improvements may support margin stabilization while the cycle is soft .