David Morgan
About David Morgan
David Morgan, 72, is an independent director of i3 Verticals and serves as Audit Committee Chair and a member of the Nominating & Corporate Governance Committee; the Board has designated him an “audit committee financial expert.” He has served on the Board since March 2018, is a CPA (Tennessee), co‑founded LBMC (Lattimore Black Morgan & Cain), and is Chairman and President of LBMC Financial Services, LLC; education: B.S. in Accounting from Tennessee Technological University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lattimore Black Morgan & Cain, PC (LBMC) | Co‑founder; various roles including President (last 25 years) | 1984 – May 2015 | Led growth of a large CPA/consulting firm; extensive accounting leadership |
| LBMC Financial Services, LLC | Chairman (since 2015); Vice President (2015–2022); President & Chairman (since Jan 2023) | 2015 – present | Chairs a provider of financial, HR, and technology services; accounting and finance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tennessee Society of CPAs | Council member; previously Chairman of Finance Committee and President | Current/previous | Professional leadership in state CPA body |
| American Institute of CPAs | Board of Directors (previously) | Previous | National professional governance experience |
| Nashville Symphony | Treasurer; Finance Committee Chair (previously) | Previous | Non‑profit financial stewardship |
| Various non‑profits | Director | Current | Serves on boards of several non‑profits (not individually named) |
Board Governance
- Independence: The Board affirmed all non‑employee directors, including David Morgan, meet Nasdaq and company independence standards .
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee; designated audit committee financial expert .
- Meeting attendance: In FY2024, the Board met 14 times; Audit (4), Compensation (3), Nominating & Corporate Governance (2); each director attended ≥75% of their meetings . All directors at the time, except Mr. McKenna, attended the 2024 Annual Meeting, implying Mr. Morgan attended .
- Executive sessions: Independent directors meet regularly in executive session; the Lead Independent Director (David Wilds) presides .
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly to non‑employee directors |
| Audit Committee Chair fee | $15,000 | Additional annual cash for Audit Chair |
| Total cash fees (Morgan) | $55,000 | As reported for FY2024 |
| Changes vs. prior year | No change | Cash and equity director pay unchanged vs. FY2023 |
Performance Compensation (Director)
| Equity Element | FY2024 Grant Value | Vesting/Terms | Notes |
|---|---|---|---|
| Stock options (annual) | $115,634 | Service‑based; fully vests 1 year after grant | Annual option grant sized at ~$115,000 Black‑Scholes value; policy unchanged in FY2024 |
| Options outstanding (as of 9/30/2024) | 81,108 | N/A | Aggregate Morgan options outstanding |
No performance‑conditioned director equity (e.g., PSUs) is disclosed; annual grants are time‑based options only .
Other Directorships & Interlocks
- Current public company boards: None disclosed for David Morgan in the proxy biography .
- Compensation Committee interlocks: The company disclosed no compensation committee interlocks; Compensation Committee members were Ms. Courtney and Mr. McKenna in FY2024 .
Expertise & Qualifications
- CPA with deep audit and financial reporting background; designated “audit committee financial expert” by the Board .
- Extensive leadership in public accounting and financial services; governance roles in professional bodies and non‑profits .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 91,108 Class A shares beneficially owned (includes options exercisable within 60 days) |
| Ownership % of outstanding | Less than 1% |
| Composition | 10,000 Class A shares plus 81,108 options exercisable within 60 days |
| Pledged shares | None disclosed for Morgan; pledging is disclosed for certain other insiders (e.g., CEO and former CFO) |
Related‑Party Transactions and Conflicts
- Oversight: Audit Committee reviews and oversees related‑party transactions under a written policy .
- Disclosures: The company reports no related‑party transactions requiring disclosure under Item 404(a) for the period covered (structural IPO‑era agreements described, but no new related‑party transactions requiring disclosure) .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑Pay approval: ~97% support at the February 22, 2024 annual meeting; the Compensation Committee considers shareholder feedback in ongoing compensation design .
Governance Assessment
- Strengths and positive signals:
- Independent director; Audit Chair; designated audit committee financial expert—strong fit for financial oversight and controls .
- Solid engagement: attended ≥75% of meetings; 2024 Annual Meeting attendance implied by company disclosure .
- Director pay structure unchanged YoY; modest cash + annual equity aligns director incentives with shareholders; no meeting fees .
- Company has adopted a clawback policy for Section 16 officers and prohibits hedging/short‑term speculative trading; supports overall governance risk controls (policy scope noted) .
- No related‑party transactions requiring disclosure; Audit Committee oversees RPTs .
- Potential concerns / monitoring items:
- Director equity is time‑based options (no performance conditions); consider alignment trade‑offs vs. full‑value shares or performance‑based equity (disclosure shows options vest after one year) .
- Board‑level pledging risk exists at other insiders (not Morgan): CEO pledged 1,403,604 shares; former CFO pledged 81,656 shares—ongoing governance risk to monitor even though not attributable to Morgan .