Burton Harvey
About Burton Harvey
R. Burton Harvey (age 61) is an independent director of i3 Verticals, serving on the Board since the company’s formation in January 2018 (and on i3 Verticals, LLC’s board since August 2016). He is Managing Partner of Capital Alignment Partners (since January 2012) and brings more than two decades of mezzanine/private credit and private equity experience; he holds a bachelor’s in Marketing and an MBA in Finance from the University of Tennessee . The Board has affirmatively determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Alignment Partners | Managing Partner | Jan 2012 – Present | Private equity/mezzanine investing; debt and equity financing expertise |
| Wachovia Bank | Vice President | 1988 – 1993 | Commercial banking experience |
| Bank of America | Vice President | 1994 – 1996 | Commercial banking experience |
| Sirrom Capital Corporation | Management roles | 1996 – 2000 | BDC investing; senior/subordinated debt |
| Morgan Keegan Mezzanine Funds | Founding Partner | 2000 – 2009 | Mezzanine fund investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Live Technologies, Inc. | Board member (or visitation rights) | Not disclosed | Private company; governance exposure |
| Centerline Healthcare Partners, Inc. | Board member (or visitation rights) | Not disclosed | Private company; healthcare focus |
| Homecare ParentCo, LLC | Board member (or visitation rights) | Not disclosed | Private company |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member). The NCGC (Courtney—Chair; Harvey; Harrison; Morgan) handles director nominations, committee chair designations, board/committee evaluations, director compensation recommendations, governance/ethics policies, and executive succession planning .
- Independence and leadership: Independent director; independent directors meet in executive session at most meetings led by the Lead Independent Director (David Wilds) .
- Attendance: In FY2024, the Board met 14 times (Audit 4; Compensation 3; NCGC 2). Each director attended at least 75% of applicable meetings; all directors except Mr. McKenna attended the 2024 Annual Meeting .
| Governance Item | Detail |
|---|---|
| Independence status | Independent (Board-affirmed) |
| Committees | Nominating & Corporate Governance (member) |
| FY2024 meetings | Board: 14; Audit: 4; Comp: 3; NCGC: 2 |
| Attendance | Each director ≥75% of assigned meetings |
| Executive sessions | Regularly, led by Lead Independent Director |
- 2025 Shareholder vote signal: Re-elected with 23,958,651 “For” vs 2,814,201 “Withheld” (broker non-votes: 2,438,752), a higher withhold count than most peers but comfortably elected; context across nine nominees is provided in the 8-K .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Committee chair fees | $0 (not a chair) |
| Lead Independent premium | $0 (not LID) |
| Total cash | $40,000 |
| Equity (annual option grant, BS value) | $115,634 |
| Total | $155,634 |
Program notes: Non-employee directors receive an annual option grant valued at ~$115,000 (Black-Scholes), service-based vesting, fully vesting one year after grant; cash retainers unchanged vs FY2023 .
Performance Compensation (Director Equity)
| Equity vehicle | Grant value | Vesting | Performance metrics |
|---|---|---|---|
| Stock options (annual) | $115,634 | Service-based; fully vests 1 year post-grant | None disclosed for directors (no PSU framework for directors) |
The company’s performance-conditioned equity (PSUs) applies to executives; director equity is time-based options only .
Other Directorships & Interlocks
| Entity | Relationship to Harvey | IIIV exposure | Notes |
|---|---|---|---|
| Capital Alignment Partners and related investment entities (e.g., CCSD II, L.P.; Claritas Capital Specialty Debt Fund, L.P.; CF i3 Corporation) | Managing Partner; investment committee/officer roles | Beneficial ownership via Class B common units through these entities: 41,910 (CCSD II), 28,012 (Claritas), 4,687 (CF i3) | Harvey disclaims beneficial ownership except to pecuniary interest; committee members include Harvey, Lee Ballew, Mark McManigal . |
| Registration Rights Agreement parties | Entities affiliated with Capital Alignment Partners are parties to the IPO-era Registration Rights Agreement | Standard demand/piggyback rights; company pays certain expenses and provides indemnities | Disclosed in “Certain Relationships” . |
Related-party transactions: The company states it has not been a participant in related party transactions requiring Item 404(a) disclosure during the period (policy described; legacy IPO agreements noted) .
Expertise & Qualifications
- Private equity/mezzanine and senior/subordinated debt investing; acquisitions and capital structure expertise .
- Education: B.S. in Marketing; MBA in Finance (University of Tennessee) .
- Board qualifications: Nominating & Corporate Governance member overseeing board composition, evaluations, director pay, and succession planning .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A common | 157,433 shares (<1%) | “*” denotes <1% of Class A |
| Beneficial ownership – Class B common (and LLC units) | 86,325 units/shares | Detailed below |
| Options exercisable within 60 days (Class A) | 71,108 | Included in beneficial ownership; exercisable within 60 days of 12/27/2024 |
| Breakdown of Class B units | 11,716 (direct); 41,910 (CCSD II, L.P.); 28,012 (Claritas Capital Specialty Debt Fund, L.P.); 4,687 (CF i3 Corporation) | Harvey has decision roles with some entities; disclaims beneficial ownership except to pecuniary interest |
| Shares pledged as collateral | None disclosed for Harvey | Pledging disclosed for others (e.g., Daily, Whitson), not for Harvey |
Governance Assessment
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Strengths:
- Independent director with deep private equity/credit and financing expertise; contributes to board composition, evaluation, and succession planning via NCGC .
- Attendance solid at the board level (each director ≥75%); independent director executive sessions held regularly under LID, supporting independent oversight .
- Director pay structure is simple and stable (cash retainer unchanged YoY; time-based option grants), indicating predictable alignment and no meeting fees that could skew incentives .
- Anti-hedging policy applies to directors; formal compensation recoupment policy exists for Section 16 officers (broader governance signal) .
- 2025 Say‑on‑Pay approved (25,877,035 For vs 721,082 Against; 174,735 Abstain), suggesting shareholder support for compensation governance .
-
Watch items / potential conflicts:
- Investment entities with which Harvey is affiliated (as investment committee member/officer) hold IIIV Class B units; while standard in sponsor-backed structures and disclosed, this can create perceived conflicts around liquidity or governance; company reports no related-party transactions requiring disclosure .
- 2025 director election saw 2,814,201 withhold votes for Harvey—modestly elevated relative to most peers (though he was comfortably re‑elected), warranting monitoring of investor sentiment toward board composition/NCGC decisions .
- As an NCGC member, he helps recommend director compensation; while customary, this role sets peer optics for self-compensation oversight, mitigated by full board approval and independence standards .
-
Overall: Harvey appears to be an experienced, independent voice with meaningful financial expertise and equity alignment, active on the governance committee. The primary governance consideration is his association with investment entities holding IIIV units, which is disclosed and governed by company policies; no specific transactions requiring disclosure were reported. Monitoring future withhold trends and any changes to related-party posture is advisable .
Appendix: 2025 Annual Meeting Results (Signals)
| Proposal/Item | Result |
|---|---|
| Director election – R. Burton Harvey | For: 23,958,651; Withheld: 2,814,201; Broker Non-Votes: 2,438,752 |
| Say‑on‑Pay (advisory) | For: 25,877,035; Against: 721,082; Abstain: 174,735; Broker Non-Votes: 2,438,752 |