Decosta Jenkins
About Decosta Jenkins
Decosta Jenkins (age 69) is an independent director of i3 Verticals (IIIV), serving since November 23, 2021. He is a former President and CEO of Nashville Electric Service (NES) and a former Deloitte auditor; he holds a B.S. in Accounting (University of Tennessee) and an A.S. in Electrical Engineering Technology (Penn Foster). He sits on IIIV’s Audit Committee and is designated an “audit committee financial expert,” reinforcing board oversight of financial reporting and controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nashville Electric Service (NES) | President & CEO; previously SVP & CFO | CEO 2004–June 2022; joined NES 1991 | Led one of the largest U.S. public utilities; extensive public sector and organizational leadership experience |
| Deloitte LLP | Audit department (private and public companies) | 11 years (prior to NES) | Built accounting/audit expertise foundational to “audit committee financial expert” designation |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Pinnacle Financial Partners, Inc. (Nasdaq: PNFP) | Director | Current | Audit Committee; Trust Committee |
| University of Tennessee | Board of Trustees | Current | Chairs Audit & Compliance Committee |
| YMCA of Middle Tennessee | Director | Current | Not disclosed |
| Community Foundation of Middle Tennessee | Board Chair | Former | Not disclosed |
| American Public Power Association | Chair | Former | Not disclosed |
Board Governance
- Independence: Board determined Jenkins is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; identified by the Board as an “audit committee financial expert” .
- Board leadership: CEO is Chair; Lead Independent Director presides over executive sessions of independent directors at each regular meeting (enhances independent oversight) .
- Meetings and attendance: FY2024—Board met 14x; Audit 4x; each director attended ≥75% of applicable meetings; all directors except McKenna attended the 2024 annual meeting (Jenkins attended) .
- Overboarding policy: Non‑employee directors limited to ≤4 other public boards (Jenkins serves on one, PNFP) .
- Shareholder sentiment: Say‑on‑Pay support ~97% at 2024 annual meeting—indicates broad investor support for compensation governance .
2024 Board Activity Snapshot
| Body | Meetings (FY2024) | Attendance |
|---|---|---|
| Board of Directors | 14 | Each director ≥75% |
| Audit Committee | 4 | Each director ≥75% |
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non‑employee director cash retainer |
| Committee chair fees | $0 | Audit Chair receives $15,000; Jenkins is a member, not chair |
| Lead Independent Director premium | $0 | Applies to Mr. Wilds only |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
Non‑employee director pay structure was unchanged versus prior year (no cash or equity changes for FY2024) .
Performance Compensation (Director Equity)
| Award Type | FY2024 Value | Grant Mechanics | Vesting | Notes |
|---|---|---|---|---|
| Stock options | $115,634 | Annual director grant valued via Black‑Scholes | Service‑based; fully vests 1 year after grant | Standard for non‑employee directors; prorated for mid‑year appointments |
| Outstanding options (as of 9/30/2024) | 36,914 | Aggregated outstanding IIIV options | n/a | Jenkins’ outstanding options count at FY‑end |
No director performance metrics (e.g., revenue/EBITDA/TSR grids) are used; director equity is time‑based options, aligning with shareholder outcomes through option intrinsic value while retaining service‑based vesting .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| PNFP | Current public company directorship; Audit and Trust Committees | IIIV discloses no related‑party transactions requiring disclosure; no interlocks implicating IIIV’s Comp Committee reported |
| University of Tennessee | Public university board; chairs Audit & Compliance | Not applicable to IIIV; governance expertise spillover |
| Non‑profits | YMCA of Middle TN; prior roles at APPA and Community Foundation | No related‑party transactions disclosed by IIIV |
IIIV’s Related Party Policy governs approvals; the company reports no Item 404(a) related‑party transactions requiring disclosure in the latest proxy .
Expertise & Qualifications
- Audit and financial expertise: Former Deloitte auditor; designated “audit committee financial expert” by the Board .
- Public sector CEO experience: Led NES (large U.S. public utility), providing operational, regulatory, and risk‑management experience .
- Education: B.S. in Accounting (University of Tennessee); A.S. in Electrical Engineering Technology (Penn Foster) .
- Governance breadth: Service on PNFP board committees; chairs UT Audit & Compliance—strong oversight credentials .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Class A common stock | Not listed | No Class A position disclosed for Jenkins in the beneficial ownership table |
| Class B/common units | Not listed | No Class B/common units disclosed for Jenkins |
| Options exercisable within 60 days (12/27/2024) | 36,914 | Per footnote (16) in beneficial ownership table |
| Ownership % (combined voting power) | <1% | “Less than one percent” |
| Shares pledged | None disclosed for Jenkins | Pledging disclosed for certain other insiders, not for Jenkins |
Policy safeguards:
- Anti‑hedging: Directors are prohibited from hedging or monetization transactions (e.g., collars, swaps) under the Insider Trading Policy .
Governance Assessment
-
Strengths:
- Independent director with deep audit and CFO/CEO experience; designated audit committee financial expert, bolstering financial oversight .
- Solid engagement—Board/committee meeting cadence robust (14 Board; 4 Audit), ≥75% attendance by all directors; Jenkins attended the 2024 annual meeting .
- Director pay structure is moderate and stable (unchanged YoY), with equity in stock options that align value with shareholder returns and a straightforward cash retainer .
- No related‑party transactions requiring disclosure; clear related‑party review policy; anti‑hedging restrictions apply to directors .
- Shareholder support for compensation framework (97% Say‑on‑Pay in 2024) signals general investor confidence in governance and pay practices .
-
Watch items:
- Equity “skin‑in‑the‑game” is primarily via options; no disclosed Class A share ownership—continued accumulation of outright shares could further align incentives .
- Maintain monitoring for potential perceived conflicts from external board service (PNFP) though none are disclosed currently; IIIV overboarding limits mitigate risk .
Overall, Jenkins’ profile strengthens audit rigor and governance oversight at IIIV, with independence, committee expertise, and attendance supporting board effectiveness; no red‑flag conflicts or related‑party exposures are disclosed in the latest proxy .