Gregory Daily
About Gregory Daily
Gregory Daily (age 65) is Chief Executive Officer and Chairman of i3 Verticals, Inc., serving since the company’s formation in January 2018; he founded i3 Verticals, LLC in 2012, previously founded iPayment (CEO/Chairman 2001–2011), co‑founded PMT Services (President 1984–1998), and served as Vice Chairman of NOVA Corporation’s board (1998–2001). He holds a B.A. from Trevecca Nazarene University . Under his leadership in FY2024, i3 Verticals completed the $438M sale of its Merchant Services Business (proceeds used to pay down all outstanding debt under the 2023 credit facility), acquired inLumon, and reported revenue from continuing operations of $229.9M, Adjusted EBITDA from continuing operations of $58.3M, pro forma adjusted diluted EPS of $0.46, and ARR of $188.2M; the company recorded a net loss from continuing operations of $13.3M, improving from FY2023 . Shareholder support for executive pay was high (97% Say‑on‑Pay approval at the 2024 annual meeting) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| i3 Verticals, Inc. | CEO & Chairman | 2018–Present | Leads strategy and operations; Board cites his detailed knowledge of operations, finances, strategies and industry as qualification to serve as CEO/Chairman . |
| i3 Verticals, LLC (formerly Charge Payment, LLC) | CEO; Board member; Founder | 2012–Present | Founder‑led growth platform in payments/software verticals . |
| iPayment, Inc. (Nasdaq: IPMT) | Founder; CEO & Chairman | 2001–2011 | Built payment processing business; industry operating track record . |
| PMT Services, Inc. (Nasdaq: PMTS) | Co‑founder; President | 1984–1998 | Grew credit card processing company; later sold to NOVA . |
| NOVA Corporation | Vice Chairman, Board | 1998–2001 | Continued industry leadership post‑sale of PMT . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NOVA Corporation | Vice Chairman (Board) | 1998–2001 | Board‑level oversight in payments processing . |
Board Governance and Service
- Role/tenure: Combined Chairman & CEO since 2018; not independent by Nasdaq standards .
- Lead Independent Director: David Wilds; independent directors meet in executive sessions regularly (typically each regular meeting) .
- Committees: Daily is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees (membership lists exclude him) .
- Board activity: FY2024 Board met 14 times; all directors attended at least 75% of Board/committee meetings; management directors receive no board compensation .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary ($) | 325,000 | 337,188 | 341,250 |
| Bonus ($) | — | — | — |
| Stock awards ($) | — | — | — |
| Option awards ($) | — | — | — |
| All other compensation ($) | 9,114 | 8,401 | 9,000 |
| Total ($) | 334,114 | 345,589 | 350,250 |
Notes:
- No annual cash incentive opportunity was made available to Mr. Daily in FY2024 “due to his considerable ownership share in the Company” .
- Mr. Daily received no equity awards in FY2024; this has been consistent with past practice given his ownership .
Performance Compensation
| Component | Metric | Weighting | Target | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus (CEO) | N/A (no cash incentive opportunity) | N/A | N/A | N/A | N/A | N/A |
| Equity (CEO) | N/A (no equity awards) | N/A | N/A | N/A | N/A | N/A |
For context, the executive short‑term incentive program (for other NEOs) used Adjusted EBITDA, Adjusted EBITDA Margin, Annual Recurring Revenue, and stock price performance (absolute and relative) in FY2024; no NEO cash bonuses were paid for FY2024 performance due to underperformance vs guidelines . Company‑wide clawback policy compliant with Rule 10D‑1 was adopted (covers current/former Section 16 officers) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 7,538,119 shares; 24.6% of Class A . |
| Beneficial ownership (Class B) | 7,221,892 shares; 72.1% of Class B (paired with i3 Verticals, LLC common units) . |
| Combined voting power | 22.5% (Class A and B vote together) . |
| Ownership vehicles | Direct, joint with spouse, family entities (GSD Family Investments, Daily Family Investments), daughter’s holdings, Hardsworth, LLC . |
| Pledged shares (RED FLAG) | 1,403,604 shares pledged as collateral to Raymond James Bank, N.A. (within jointly held Class B/common units block) . |
| CEO equity awards outstanding | None (no options/RSUs/PSUs) . |
| Hedging policy | Hedging/short sales prohibited for directors and Section 16 officers under Insider Trading Policy . |
| Stock ownership guidelines | Not disclosed in the proxy excerpts reviewed. |
Employment Terms
| Term | CEO (Gregory Daily) |
|---|---|
| Employment agreement | Not party to an employment agreement (not disclosed) . |
| Severance | No severance or change‑in‑control (CIC) payments if employment had terminated on 9/30/2024; no equity awards outstanding . |
| CIC provisions | None for CEO (no equity; no CIC agreement) . |
| Non‑compete / non‑solicit | Not disclosed in proxy excerpts reviewed. |
| Clawback | Company‑wide Compensation Recoupment Policy adopted per Nasdaq Rule 10D‑1 (applies to current/former Section 16 officers) . |
| Insider trading | Policy prohibits hedging/short sales; discourages standing/limit orders . |
Performance & Track Record (context for pay-for-performance)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue (Company-reported) | $370.2M total revenue | $229.9M from continuing operations (reflects 9/20/2024 divestiture) |
| Adjusted EBITDA | $100.4M (total) | $58.3M (continuing) |
| Pro forma adjusted diluted EPS | $1.52 | $0.46 |
| ARR (Q4 annualized, continuing) | $175.1M | $188.2M |
| Notable strategic actions | Acquired Celtic Cross/AccuFund; refinanced $450M facility | Sold Merchant Services for ~$438M; paid down all debt on 2023 facility; acquired inLumon |
| Pay vs Performance (TSR index) | $100→$105.07 (value of $100 invested) | $100→$105.91 (value of $100 invested) |
Notes: FY2024 figures reflect continuing operations after the Merchant Services divestiture (9/20/2024) . Non‑GAAP definitions/reconciliations provided in the company’s Appendix A (proxy) .
Say‑on‑Pay & Compensation Governance
- 2024 Say‑on‑Pay approval: ~97% of votes cast supported NEO compensation .
- Compensation oversight: Independent Compensation Committee (FW Cook advisor) .
- 2024 approach: No CEO bonus opportunity; CEO did not receive equity; other NEOs had option grants and PSU programs; no 2024 cash bonuses paid to NEOs given performance vs guidelines .
- Anti‑hedging and clawback policies in place per Nasdaq standards .
Related Party Transactions
- Policy: Formal Related Party Transaction Policy overseen by the Audit Committee .
- Disclosures: Aside from IPO‑related agreements (LLC Agreement, Tax Receivable Agreement, Registration Rights), “the Company has not been a participant in any transaction…requiring disclosure” under Item 404(a) (as stated in the proxy) .
Compensation Structure Analysis (alignment, risk, signals)
- Cash vs equity mix: CEO compensation is predominantly fixed salary with minimal perquisites; no annual bonus, no equity awards, reflecting reliance on founder’s significant ownership for alignment .
- Performance linkage: Company applied performance metrics (Adjusted EBITDA, margin, ARR, TSR) for other NEOs; zero FY2024 bonuses paid underscores discipline when targets not achieved .
- Equity program design (company-wide): Options vest ratably over 4 years; PSUs tied to multi‑year pro forma adjusted EPS growth with catch‑up mechanics; 2024 PSU targets were adjusted to reflect the divestiture per award terms; FY2024 EPS performance below adjusted target (for NEO PSU holders) .
- Red flags: Significant share pledge by CEO (1,403,604 shares) introduces potential margin‑call/selling pressure risk; dual CEO/Chair structure mitigated by Lead Independent Director and regular executive sessions .
- Clawback/hedging: Policies reduce misconduct and risk‑taking incentives .
- Say‑on‑Pay: Strong shareholder support (97%) provides governance cover for the current structure .
Investment Implications
- Alignment: Daily’s substantial combined voting power (22.5%) and outsized beneficial ownership align incentives with long‑term value creation; the absence of bonus/equity awards further reduces pay‑for‑pay’s‑sake risk .
- Governance risk: Pledged shares (1.4M) are a notable risk—potential forced selling in adverse markets; continued monitoring of Form 4s and any updates to pledging disclosures is warranted .
- Execution/strategic track record: Portfolio reshaping in FY2024 (large divestiture, debt paydown, bolt‑on acquisition) signals disciplined capital allocation; however, continuing operations metrics (Adjusted EBITDA, EPS) declined year‑over‑year, and no cash bonuses were paid to NEOs, underscoring performance headwinds through the transition .
- Board structure: Combined CEO/Chair role is mitigated by an active Lead Independent Director and independent committees; say‑on‑pay support is strong, reducing near‑term governance overhangs .
Note: None of the named executive officers exercised stock options during FY2024; the CEO holds no outstanding equity awards, so there is no CEO‑specific vesting or option exercise overhang in the near term **[1728688_0001728688-25-000006_iiiv-20250110.htm:48]** **[1728688_0001728688-25-000006_iiiv-20250110.htm:48]**.