Geoff Smith
About Geoff Smith
Geoff Smith is Chief Financial Officer of i3 Verticals, appointed September 20, 2024; he continues to serve as Principal Accounting Officer. Age 37 at appointment; education includes B.S. and M.Acc. from Vanderbilt University; he is an inactive CPA in Tennessee . Under Smith’s tenure and after the strategic divestiture of merchant services, the RemainCo delivered Q1 FY25 revenue growth of 12.1% and Adjusted EBITDA growth of 17.0% with ARR up 7.6% YoY, and for FY25 delivered revenue growth of 11.5% and Adjusted EBITDA growth of 14.0% from continuing operations . He has led re-segmentation and disclosure changes (e.g., recasting cost presentation) and communicated margin/seasonality dynamics and JusticeTech investment cadence impacting Q4 FY25 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| i3 Verticals | Chief Financial Officer; also Principal Financial Officer and Principal Accounting Officer | 2024–present (appointed Sep 20, 2024) | Promotion coincident with portfolio pivot to public sector software; responsibilities include capital markets, reporting, and maintaining PAO role . |
| i3 Verticals | Senior Vice President of Finance; Principal Accounting Officer | 2022–2024; PAO since June 2021 | Oversaw finance and accounting during transition; supported ARR and software mix shift . |
| i3 Verticals | Vice President of Finance | 2020–2022 | Led finance as company scaled software/ARR; supported M&A integration . |
| i3 Verticals / i3 Verticals, LLC | Controller (LLC: Jul 2017–Jun 2018; Company/LLC: Jun 2018–Jun 2020) | 2017–2020 | Built public company reporting controls post-IPO; established internal controls and disclosure processes . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ernst & Young LLP | Manager | 2010–2017 (prior to joining i3 Verticals in 2017) | Assurance background foundational to PAO/CFO roles; Big 4 experience in controls and financial reporting . |
Fixed Compensation
| Item | FY2024 Details |
|---|---|
| Base salary | $236,900 effective Jan 1, 2024; increased to $260,500 effective Sep 20, 2024 upon CFO promotion . |
| Target annual bonus | 10% of 2024 base salary (Comp Committee used as guideline; discretionary) . |
| Actual annual bonus | $0 for FY2024 (company did not meet EBITDA growth, EBITDA margin, ARR, or stock price performance guidelines) . |
| All other compensation | $24,025 in FY2024, comprising $15,451 health insurance premiums and $8,574 HSA/401(k) match . |
| Total compensation | $1,379,239 in FY2024 (Salary $235,801; Stock Awards $329,850; Option Awards $789,563; All Other $24,025) . |
Performance Compensation
Annual Cash Bonus Program (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA | Discretionary (no fixed weights) | Targeted by Committee | Not met | $0 . |
| Adjusted EBITDA Margin | Discretionary | Targeted by Committee | Not met | $0 . |
| Annual Recurring Revenue (ARR) | Discretionary | Targeted by Committee | Not met | $0 . |
| Stock price performance (absolute and vs peers) | Discretionary | Targeted by Committee | Not met | $0 . |
Notes: Committee deliberately retains discretion instead of formulaic weights to emphasize long-term objectives and risk management .
Equity Awards – Time-Based
| Award Type | Grant Date | Shares/Options | Exercise Price | Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | Feb 13, 2024 | 75,000 | $19.22 | $789,563 | Ratable 25% annually on each anniversary beginning Feb 13, 2025 | Feb 13, 2034 . |
| RSUs (Promotion) | Sep 20, 2024 | 15,000 | — | $329,850 | Ratable over 4 years, beginning Sep 20, 2025 | N/A . |
Upcoming vesting cadence (next 12 months from grant start): 18,750 options on 2/13/2025; 3,750 RSUs on 9/20/2025, subject to continued service .
Equity Awards – Performance Stock Units (PSUs)
| Grant | Structure | Performance Metric | Vesting Mechanics | Status/Adjustments |
|---|---|---|---|---|
| 25,000 PSUs (FY2022 grant cohort) | Up to 5,000 shares eligible per fiscal year over 5 years | Pro forma adjusted diluted EPS (targets escalate yearly) | Service + performance-vesting; catch-up feature: unearned PSUs can vest in later years if future targets are met | Targets were adjusted in Nov 2024 to reflect Merchant Services divestiture; FY2024 EPS target adjusted from $1.79 to $1.08; FY2024 actual was $0.46, below target; FY2022–FY2024 tranches remain eligible for future catch-up vesting . |
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Beneficial ownership (as of Dec 27, 2024) | 209,654 Class A shares; <1% of outstanding; no Class B; group totals shown in proxy . |
| Outstanding awards (as of Sep 30, 2024) | Options outstanding across vintages include: 30,000 (2018, $13.00), 10,000 (2019, $21.65), 15,000 (2020, $32.25), 20,000 (Jun 2020, $29.69), 10,000 (Nov 2020, $23.04), 10,000 (2021, $34.20), 20,000 (Jun 2021, $31.80), 20,000/10,000 (2022, $26.53), 18,750/56,250 (2023, $26.31), and 75,000 unexercisable (2024, $19.22). RSUs: 15,000 (granted 9/20/2024). PSUs: 25,000 (FY2022 cohort) . |
| Pledging | No pledging disclosed for Geoff Smith; company discloses pledging by other insiders (e.g., CEO; former CFO), but none for Smith in beneficial ownership footnotes . |
| Hedging/shorting policy | Anti-hedging policy prohibits hedging/short-term speculative transactions; insider trading policy enforces blackout windows and pre-clearance for Section 16 insiders . |
| Ownership guidelines | No explicit officer stock ownership multiple disclosed in the cited proxies; not found in 2025 proxy excerpts searched (no specific guideline figures disclosed). |
Vesting/Trading dynamics: Insider trading policy allows exercises during blackout only with cash/tax paid and prohibits sales; sales permitted during window periods and only without MNPI, with pre-clearance for Section 16 insiders . This reduces forced-selling risk around vest dates but creates window-period concentration for potential selling pressure.
Employment Terms
| Element | Terms |
|---|---|
| Employment agreement | Mr. Smith is not party to an agreement providing severance/CIC cash benefits . |
| Change-in-control (equity) | Single-trigger acceleration for unvested options (vest and canceled for value less strike at closing). RSUs/PSUs accelerate upon termination without cause/for good reason within 12 months post-CIC, or if acquirer does not assume awards (effectively double trigger unless not assumed). Value illustrations at $21.31 stock price (9/30/2024): Options $156,750; RSUs $319,650; PSUs $532,750; Total $1,009,150 (also same total under qualifying termination within 12 months post-CIC). Death/disability: options and RSUs accelerate; total $476,400 . |
| Clawback (recoupment) | Company-adopted mandatory clawback per Nasdaq Rule 10D-1 covering current/former Section 16 officers for both Big R and Little r restatements; recovery required regardless of fault, with limited impracticability exceptions . |
| Non-compete / non-solicit | Not disclosed for Smith in proxy excerpts; no separate employment agreement identified . |
Performance & Track Record (selected)
| Metric (Continuing Ops) | Q1 FY2025 | Q3 FY2025 | Q4/FY2025 |
|---|---|---|---|
| Revenue growth YoY | +12.1% to $61.7m | +12.4% to $51.9m | Q4: +7.0% to $54.9m; FY: +11.5% to $213.2m . |
| Adjusted EBITDA growth YoY | +17.0% to $16.4m; margin 26.5% | +18.0% to $12.7m; margin 24.5% | Q4 margin 26.2%; FY Adjusted EBITDA +14.0% to $57.5m; FY margin 27.0% . |
| ARR and YoY | $193.3m; +7.6% YoY | $160.8m; +12.0% YoY | $165.3m; +9.2% YoY (Q4) . |
| Mix, investments | Communicated reclassifications post-divestiture; reiterated seasonal license variability; highlighted JusticeTech incremental ~$0.7m expense in Q4 FY25 to pursue large statewide deals . |
Say‑on‑Pay & Shareholder Feedback
- 2025 annual meeting: Advisory vote on executive compensation passed with 25,877,035 For; 721,082 Against; 174,735 Abstain (approx. 96.7% approval of votes cast), with 2,438,752 broker non‑votes .
- 2024 annual meeting: Advisory vote passed with 23,082,545 For; 704,623 Against; 2,414 Abstain (approx. 97.0% approval of votes cast), with 3,531,106 broker non‑votes .
Compensation Committee Analysis and Governance
- Pay philosophy emphasizes long-term equity over short-term cash, with discretionary bonus design to avoid incentivizing undue risk and to preserve flexibility to adjust to opportunities/threats .
- Independent advisor FW Cook provides market perspective and risk assessments; Committee retains full discretion; members are independent under Nasdaq standards .
- Equity grant-timing policy: annual officer grants generally occur in February (post Q1 10‑Q); promotion/new‑hire and other grants generally on second business day after 10‑Q/10‑K filings; policy aims to avoid grants while in possession of MNPI .
- Anti‑hedging policy prohibits short sales, options, collars; insider trading policy enforces blackout windows and pre‑clearance for Section 16 insiders .
Equity Award Detail (as of Sep 30, 2024)
| Grant Date | Type | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|---|
| 6/20/2018 | Option | 30,000 | — | $13.00 | 6/20/2028 . |
| 2/19/2019 | Option | 10,000 | — | $21.65 | 2/19/2029 . |
| 2/13/2020 | Option | 15,000 | — | $32.25 | 2/13/2030 . |
| 6/22/2020 | Option | 20,000 | — | $29.69 | 6/22/2030 . |
| 11/6/2020 | Option | 10,000 | — | $23.04 | 11/6/2030 . |
| 2/11/2021 | Option | 10,000 | — | $34.20 | 2/11/2031 . |
| 6/22/2021 | Option | 20,000 | — | $31.80 | 6/22/2031 . |
| 2/11/2022 | Option | 20,000 | 10,000 | $26.53 | 2/11/2032 . |
| 2/13/2023 | Option | 18,750 | 56,250 | $26.31 | 2/13/2033 . |
| 2/13/2024 | Option | — | 75,000 | $19.22 | 2/13/2034 . |
| 9/20/2024 | RSU | — | 15,000 | — | Time‑vest over 4 years . |
| 9/2/2022 | PSUs | — | 25,000 (performance-based) | — | 5 x 5,000 potential annually; EPS‑based . |
Note: Illustrative CIC acceleration values for unvested equity total $1,009,150 at $21.31 stock price as of 9/30/2024; double‑trigger for RSUs/PSUs if awards assumed; single‑trigger for options .
Employment Terms (Severance/Change‑of‑Control) – Detail Table
| Scenario | Options | RSUs | PSUs | Total |
|---|---|---|---|---|
| Change in Control (at 9/30/2024, $21.31 price) | $156,750 | $319,650 | $532,750 | $1,009,150 . |
| Involuntary w/o Cause or Good Reason within 12 months post-CIC | $156,750 | $319,650 | $532,750 | $1,009,150 . |
| Death or Disability | $156,750 | $319,650 | — | $476,400 . |
| Involuntary w/o Cause (no CIC) | — | — | — | $0 (no cash severance agreement) . |
Expertise & Qualifications
- Degrees: B.S. and M.Acc., Vanderbilt University; inactive CPA in Tennessee .
- Technical/functional expertise: Public-company reporting, controls, capital markets communications (PAO/CFO), and software ARR metrics; CFO role confirmed in multiple filings and signed certifications .
- Industry: Public sector software and payments; has discussed ARR drivers and margin dynamics on earnings calls .
Investment Implications
- Pay-for-performance alignment: Smith’s cash bonus is small/zero when company underperforms Committee guidelines; long-term equity (options/RSUs/PSUs) dominates compensation, aligning him to ARR/EPS compounding but also increasing sensitivity to stock price trajectory .
- Retention risk: Absence of cash severance/CIC cash protection means retention relies heavily on unvested equity value; double‑trigger for RSUs/PSUs and single‑trigger for options in a CIC provide protection but only via equity acceleration, not cash; this can be a retention risk if equity is perceived as out-of-the-money or volatile .
- Insider selling pressure: Upcoming vesting schedules (options/RSUs) create periodic potential supply; but insider trading policy imposes blackout windows and pre‑clearance, moderating indiscriminate selling—expect trades to cluster in open windows and/or under 10b5‑1 plans .
- Ownership alignment: Smith’s direct beneficial ownership is <1%, materially lower than founder/CEO; however, significant option exposure plus PSUs (EPS-based with catch-up) maintain alignment with long-term value creation; no pledging disclosed for Smith (a positive vs certain peers) .
- Execution levers: Communication emphasizes ARR growth, margin discipline, and targeted incremental investments (JusticeTech); 2025 saw improved growth/margins post-divestiture, which, if sustained, should support PSU vesting and option moneyness over time .