David Wilds
About David Wilds
David Wilds (age 84) is Lead Independent Director of i3 Verticals, Inc., serving on the IIIV board since its formation in 2018 and previously on i3 Verticals, LLC’s board since 2012. He founded First Avenue Partners in 1998 and served as CEO of TFO, LLC (1998–2017), with earlier roles as Chairman of Cumberland Health Systems (1990–1995) and partner/head of research at J.C. Bradford & Co. (1969–1990). He holds a B.A. in Finance from Vanderbilt University and an MBA in Finance & Accounting from Emory University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TFO, LLC | Chief Executive Officer | 1998–Aug 2017 | Led global investment manager operations |
| First Avenue Partners | Founder & Managing Partner | 1998–present | Manages private equity investments |
| Cumberland Health Systems, Inc. | Chairman of the Board | 1990–1995 | Oversight of hospitals/medical centers |
| J.C. Bradford & Company | Partner; Head of Research & Institutional Equity Sales | 1969–1990 | Led research and institutional sales |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Dollar General Corporation (NYSE: DG) | Director (prior) | Not disclosed | Public |
| iPayment, Inc. (Nasdaq: IPMT) | Director (prior) | Not disclosed | Public |
| Symbion, Inc. (Nasdaq: SMBI) | Director (prior) | Not disclosed | Public |
| Internet Pictures Corporation (Nasdaq: IPIXQ) | Director (prior) | Not disclosed | Public |
| Comdata Holdings Corporation (Nasdaq: CMDT) | Director (prior) | Not disclosed | Public |
| ILD Telecommunications, Inc. | Director (prior) | Not disclosed | Private |
| HCCA International, Inc. | Director (prior) | Not disclosed | Private |
Board Governance
- Independence: Board determined Wilds and all non-employee directors are independent under Nasdaq and SEC rules .
- Lead Independent Director: Presides over executive sessions at each regularly scheduled Board meeting; serves as liaison to Chair/CEO .
- Committee assignments: Audit Committee member (with Morgan, Harrison, Jenkins); Audit Committee oversees financial reporting, internal controls, cybersecurity risk, and related party transactions .
- Attendance/Engagement: FY2024 Board met 14 times; Audit 4, Compensation 3, Nominating 2. Each director attended at least 75% of meetings of the Board and of committees on which they served; all directors except McKenna attended the 2024 Annual Meeting (Wilds attended) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly |
| Lead Independent Director cash fee | $15,000 | Paid to Wilds in addition to retainer |
| Total cash paid (Wilds) | $55,000 | FY2024 “Fees Earned or Paid in Cash” |
- No changes year-over-year in director cash compensation for FY2024 vs FY2023 .
Performance Compensation
| Equity Component (FY2024) | Value | Structure | Vesting |
|---|---|---|---|
| Annual stock options (Wilds) | $115,634 | Option grant sized to ~$115,000 Black-Scholes value | Options fully vest one year after grant under director program |
- Non-employee directors receive annual stock options valued at ~$115,000 (Black-Scholes) with service-based vesting; no performance conditions are disclosed for director equity grants .
Other Directorships & Interlocks
- Prior public boards include DG, IPMT, SMBI, IPIXQ, CMDT; no current public company directorships are disclosed .
- Registration Rights Agreement parties include entities affiliated with First Avenue Partners, Harbert Management Corporation, Capital Alignment Partners, and Clay Whitson; provides demand/piggyback registration rights and expense indemnification for holders, including entities affiliated with Wilds (First Avenue Partners) .
- Related Party Policy: Aside from IPO-related governance agreements (LLC Agreement, Tax Receivable Agreement, Registration Rights), the Company reports no related person transactions requiring Item 404(a) disclosure .
Expertise & Qualifications
- Private equity and company oversight; acquisitions, debt/equity financings .
- Financial markets and research leadership (head of research/institutional equity sales) .
- Education: Vanderbilt (B.A. Finance), Emory (MBA Finance & Accounting) .
Equity Ownership
| Ownership Item (as of Dec 27, 2024 unless noted) | Amount | Detail |
|---|---|---|
| Class A Common Stock beneficially owned | 618,058 shares (2.6%) | Per Security Ownership table |
| Class B Common Stock beneficially owned | 546,950 shares (5.5%) | Per Security Ownership table |
| Combined voting power | 1.8% | Class A and B voting together |
| Options exercisable within 60 days | 71,108 shares | Per footnote (19) |
| Ownership structure | Direct and through First Avenue Partners II, L.P. (226,761 units) and Front Street Equities, LLC (41,714 units); Wilds is managing member/sole member and controls voting/disposition | |
| Shares pledged as collateral | None disclosed for Wilds | Footnote (19) for Wilds contains no pledge disclosure; pledges are disclosed for Daily/Whitson separately |
Governance Assessment
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Strengths:
- Independent director serving as Lead Independent Director, presiding over executive sessions—supports oversight of combined CEO/Chair structure .
- Audit Committee membership provides direct involvement in financial reporting, internal controls, and cybersecurity oversight—key risk areas for a payments/software company .
- High shareholder support for Say-on-Pay in 2024 (97% of votes cast)—signal of broader governance/compensation alignment .
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Alignment and incentives:
- Material personal ownership across Class A and Class B plus options (exercisable within 60 days), indicating skin in the game; no pledging disclosed, and anti-hedging policy restricts hedging/derivatives by directors .
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Potential conflicts/RED FLAGS:
- Continuing Equity Owner mechanics (Class B/common units) and Registration Rights could facilitate liquidity events; presence of Tax Receivable Agreement (TRA) implies substantial payments to Continuing Equity Owners (Company expects ~$10 million payments in Q1 2025), which may create perceived conflicts around tax benefit timing though governed by disclosed agreements and policies .
- Company reports no related party transactions requiring Item 404(a) disclosure beyond IPO-related agreements, mitigating near-term conflict concerns .
-
Attendance/engagement:
- Met minimum attendance thresholds; attended 2024 Annual Meeting—no attendance red flags .
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Director pay structure:
- Cash retainer modest; equity via options with service-based vesting—reasonable alignment; no director meeting fees or special perqs disclosed .
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Policies:
- Clawback policy adopted for Section 16 officers in line with Nasdaq Rule 10D-1 (adds accountability but applies to executives, not directors) .
- Anti-hedging/short-sale prohibitions enhance alignment for directors .