Elizabeth Seigenthaler Courtney
About Elizabeth Seigenthaler Courtney
Elizabeth Seigenthaler Courtney (age 61) is an independent director of i3 Verticals, Inc. (IIIV) since May 2018 and serves as Chair of the Nominating & Corporate Governance Committee and a member of the Compensation Committee. She is Managing Partner, Southeast, at Finn Partners, Inc. and holds a B.A. in English and Communications from Boston College. Her background spans communications leadership and board governance, including prior service as chairman of LocalShares Investment Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seigenthaler Public Relations, Inc. | Chairman & CEO | 2004 – Mar 2015 | Led PR firm prior to acquisition; corporate communications expertise |
| LocalShares Investment Trust | Chairman | May 2013 – Sept 2017 | Oversight of investment fund governance |
| Seigenthaler Public Relations, Inc. | Joined company | 1987 – | Long-standing communications career |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Finn Partners, Inc. | Managing Partner, Southeast | Jan 2019 – Present | Marketing communications firm leadership |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board affirmatively determined she is independent under Nasdaq and SEC rules; independent directors meet in executive session led by the Lead Independent Director .
- Attendance: FY2024 Board met 14x; Audit 4x; Compensation 3x; Nominating & Corporate Governance 2x; each director attended ≥75% of meetings; all directors except Mr. McKenna attended the 2024 annual meeting .
- Engagement: Co-signed Compensation Committee Report (active oversight of executive pay) .
- Diversity: One female director on a nine-member Board (she is the female director) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Paid quarterly |
| Committee chair fee (Nominating & Corporate Governance) | $10,000 | Paid to committee chair; she is chair |
| Total cash | $50,000 | Reported as “Fees Earned” |
Performance Compensation
| Equity Component | FY2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Stock options (annual non-employee director grant) | $115,634 | Fully vests 1 year post-grant | Value set via Black-Scholes; annual policy target ~$115k |
| Outstanding options held (as of 9/30/2024) | 81,108 | n/a | Aggregate outstanding director options; for Ms. Courtney |
Performance metrics overseen by the Compensation Committee (executive program):
| Measure | FY2023 Outcome | FY2024 Outcome |
|---|---|---|
| Adjusted EBITDA | Met (growth target) | Not met |
| Adjusted EBITDA Margin | Met | Not met |
| Annualized Recurring Revenue (ARR) | Met | Not met |
| Stock price performance (relative/absolute) | Not met (relative) | Not met (absolute and relative) |
| Cash bonuses to NEOs | Paid at 5% of salary (below threshold) | No bonuses paid |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public company boards: None disclosed; prior chairman role at LocalShares Investment Trust (investment fund) .
- Interlocks: No compensation committee interlocks or insider participation conflicts disclosed; Compensation Committee comprised of Ms. Courtney and Mr. McKenna only, neither is an officer/employee; no cross-director interlocks with other issuers’ comp committees .
Expertise & Qualifications
- Communications leadership (Seigenthaler PR Chairman & CEO) .
- Governance leadership (Chair, Nominating & Corporate Governance; compensation oversight; succession planning responsibilities within committee charter) .
- Education: B.A. in English & Communications, Boston College .
- Board experience in investment fund (LocalShares) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned (incl. options exercisable within 60 days) | 81,108 | Less than 1% of Class A; comprises options exercisable within 60 days |
| Class B shares | — | None disclosed |
| Pledged shares | None indicated | No pledging footnote for Ms. Courtney (pledges noted for certain executives, not for her) |
Board Governance Signals
- Independence and leadership: Independent status, chairing key governance committee, and co-signing the Compensation Committee report support effective oversight .
- Pay structure aligns with service: Cash retainer plus equity options vesting on service promotes alignment without short-term meeting fees; cash and equity unchanged YoY (stability) .
- Ownership alignment: Beneficial ownership via vested options; no pledging red flag; percentage ownership is immaterial, consistent with independent director norms .
- Compensation governance credibility: Company recorded a 97% “Say-on-Pay” approval at the 2024 Annual Meeting, signaling investor support for compensation oversight (committee includes Ms. Courtney) .
- Risk controls: Anti-hedging policy applies to directors; related party transaction policy states no related party transactions requiring Item 404 disclosure for the period, mitigating conflict risk .
Potential Conflicts or Related-Party Exposure
- External employment: Managing Partner at Finn Partners (PR/marketing). Company’s related party transaction disclosure states no related person transactions requiring Item 404 disclosure; Audit Committee reviews any related party matters per charter .
- Interlocks: None disclosed .
- RED FLAGS: None identified for Ms. Courtney (no pledging, no related-party transactions, no attendance shortfalls). Board diversity remains limited (one female), which may attract investor scrutiny on diversity practices .
Governance Assessment
- Strengths: Independent status, governance chair role, active compensation oversight, strong shareholder support on Say-on-Pay, and absence of related-party/pledging issues .
- Watch items: Limited board diversity (only one female); ensure continued robust succession planning and director refresh criteria through Nominating & Corporate Governance Committee .
- Overall: Governance signals are supportive of investor confidence with stable, service-linked director pay and clear independence. No material conflicts are disclosed; engagement evidenced by committee leadership and reporting .