David Keene
About David Keene
David Keene (age 67) is an independent director with 45 years of commercial banking experience across credit risk management, trust, and mortgage banking. He served as Chief Credit Officer at Unity National Bank (retired in 2024) and Senior Credit Officer at Community Bank of Texas (2018–2022). He holds a BBA in economics and finance from Baylor University (1979). He joined IBO’s board on September 28, 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity National Bank | Chief Credit Officer | Sep 2022–2024 | Oversaw loan policy, collections, underwriting; reduced problem loans by half |
| Community Bank of Texas | Senior Credit Officer | May 2018–Sep 2022 | Supported credit underwriting for HNW individuals, partnerships, companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other reporting company directorships disclosed for Keene |
Board Governance
- Committees: Audit Committee member (Chair: Christian Zimmerman) ; Nominating & Corporate Governance Committee member (Chair: Melissa Sims) .
- Independence: Board determined Audit Committee members, including Keene, are independent under NYSE American rules and SEC Rule 10A‑3 .
- Election/tenure: First appointed September 28, 2023; re‑elected by shareholders at the Nov 5, 2025 annual meeting .
- Say‑on‑pay signal: 2025 advisory vote approved with 61,512,770 FOR, 107,684 AGAINST, 4,795 ABSTAIN; broker non‑votes 2,702,761 .
Fixed Compensation
| Year | Cash Retainer/Fee | Committee Fees (cash) | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $1,250 | Not disclosed | Not disclosed | $1,250 |
Notes:
- Company stated “has not paid any compensation to any directors during 2024,” but the accompanying table reports cash fees and option grant fair value for each director; we cite the table values directly .
Performance Compensation
| Item | Grant Date | Type | Number of Shares | Strike Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 2023 Equity Incentive Plan (aggregate awards to officers, directors, consultants) | 2024 | Stock options | 880,000 (aggregate) | $3.00 | Oct 31, 2031 | Various (not itemized) |
| David Keene – individual option grant detail | — | — | Not individually disclosed | — | — | — |
Additional notes:
- 2024 stock‑based compensation expense: ~$19,000 (company‑level) .
- No performance metrics (e.g., TSR, revenue, EBITDA) tied to director compensation are disclosed .
- Outstanding director equity awards as of Dec 31, 2023: none; option grants occurred in 2024 under the plan .
Other Directorships & Interlocks
| Category | Entity | Role | Potential Conflict / Interlock |
|---|---|---|---|
| Current public company boards | — | — | None disclosed for Keene |
| Prior public company boards | — | — | None disclosed for Keene |
| Private/Non‑profit/Academic boards | — | — | Not disclosed |
Context on board interlocks:
- The board includes Chan Heng Fai Ambrose, who holds multiple roles across DSS and other listed entities; DSS (via DSS BioHealth Securities, Inc.) controls ~83.35% of voting power through Series A Convertible Preferred Stock, indicating a controlling shareholder structure that can present related‑party oversight risks .
Expertise & Qualifications
- Domain expertise: Credit risk management, loan policy, underwriting, collections, credit administration; experience reducing problem loans .
- Education: BBA in economics and finance, Baylor University (1979) .
- Board‑relevant qualifications: Financial literacy for Audit Committee; independence affirmed; banking and risk oversight background complements IBO’s committee needs .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common Outstanding |
|---|---|---|
| David Keene | — (not listed; less than 1%) | <1% |
Notes:
- Beneficial ownership table lists Keene with “—” and indicates less than 1% ownership; exact share count not provided .
- Series A Preferred is fully held by DSS, indirectly via DSS BioHealth Securities, Inc. (60,496,041 shares; 100% of Series A Preferred) .
Governance Assessment
- Strengths:
- Independence and financial literacy; service on both Audit and Nominating & Governance Committees supports board oversight .
- Strong shareholder approval in 2025 for director elections and say‑on‑pay suggests investor support for current governance framework .
- Concerns / RED FLAGS:
- Controlling shareholder: DSS holds ~83.35% voting power via preferred stock, creating heightened related‑party and minority shareholder governance risk .
- Extensive related‑party transactions: Monthly pass‑through costs from DSS and a large revolving note payable to DSS amended to allow equity settlement, which may create alignment/conflict complexities; outstanding balance $8.878M at 12/31/2024 (fair value), prime‑linked rate, maturity 9/30/2030 .
- Ownership alignment: Keene’s disclosed common ownership is less than 1% and specific director‑level equity grants are not itemized, limiting visibility into “skin‑in‑the‑game” .
- Signals to monitor:
- Future proxy disclosures for director‑specific equity awards, stock ownership guidelines, hedging/pledging policies, and attendance rates to better assess alignment and engagement .
- Board oversight of related‑party transactions; the Board has formal standards requiring fairness and approval by disinterested directors—continued adherence is critical under a control structure .