John Harrison
About John Harrison
Independent director at i3 Verticals, Inc. (IIIV) since the company’s formation in January 2018; previously served on i3 Verticals, LLC’s board since August 2013. Age 67; B.S. in Finance from the University of Tennessee. Career spans mezzanine/credit and private equity investing; currently Senior Managing Director of Harbert Management Corporation’s (HMC) Credit Solutions Team, Investment Committee member of the Harbert European Growth Fund, and a director of HMC. The Board has affirmatively determined he is independent under Nasdaq and SEC rules; he is an Audit Committee member and a Nominating & Corporate Governance (NCG) Committee member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harbert Management Corporation (HMC) | Senior Managing Director, Credit Solutions Team; Director of HMC | Feb 2000–present | Oversees mezzanine investment activities; Investment Committee member for Harbert European Growth Fund |
| Sirrom Capital Corporation (acquired by Finova Group Inc.) | Vice President | Pre-2000 | BDC lending/investing experience transferred to Finova after acquisition |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Harbert Management Corporation | Director; Senior Managing Director, Credit Solutions Team | Private | Investment Committee member, Harbert European Growth Fund |
| HMP III Equity Holdings, LLC | Investment committee voting member (via HMC affiliates) | Private | Entity holds 81,606 IIIV Class B-linked units; Harrison disclaims beneficial ownership beyond pecuniary interest |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined all non‑employee directors, including John Harrison, are independent under Nasdaq and SEC rules . |
| Committee assignments | Audit Committee member; Nominating & Corporate Governance Committee member . |
| Audit Committee independence | Audit Committee members (incl. Harrison) are independent under Exchange Act Rule 10A‑3 . |
| Committee chairs | Not a chair (Audit Chair: David Morgan; NCG Chair: Elizabeth Courtney) . |
| Lead Independent Director | David Wilds; independent directors meet regularly in executive session . |
| Attendance (FY2024) | Board held 14 meetings; Audit 4; NCG 2; each director attended at least 75% of meetings of Board/committees served; all directors except Mr. McKenna attended 2024 annual meeting . |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Standard non‑employee director cash retainer (paid quarterly) . |
| Committee/lead fees | $0 | No chair or lead director role (Audit/NCG chairs and Lead ID receive additional fees; not applicable to Harrison) . |
| Total cash (FY2024) | $40,000 | Per Non-Employee Director Compensation table . |
Performance Compensation (Director)
| Component | Metric/Condition | Grant/Value | Vesting/Terms | FY2024 Status |
|---|---|---|---|---|
| Annual equity grant (options) | Service-based (no performance metrics) | $115,634 Black‑Scholes value | Fully vests one year after grant; annual program sets ~$115k option value | Granted in FY2024; outstanding per program terms . |
| Outstanding options (aggregate as of 9/30/24) | Service-based | 71,108 options | See company plan terms | Aggregate outstanding options disclosed for Harrison . |
The director equity program uses time-based options; no TSR/financial performance metrics apply to director pay .
Other Directorships & Interlocks
| Entity | Nature | Interlock/Exposure |
|---|---|---|
| HMC/HMP affiliates | Harrison is a director at HMC and voting member of investment committees that control HMP III Equity Holdings, LLC, which holds 81,606 Class B-linked units of IIIV; Harrison disclaims beneficial ownership except pecuniary interest . | |
| Registration Rights Agreement | Entities affiliated with HMC and HMP are parties to IIIV’s Registration Rights Agreement from IPO; customary demand/piggyback rights . | |
| Compensation committee interlocks | None disclosed for IIIV’s Compensation Committee in FY2024 . |
Expertise & Qualifications
- Private equity/credit: Extensive mezzanine and credit investing; M&A, debt and equity financing experience .
- Governance/boardroom: Director at HMC; long-tenured independent director at IIIV; committee service on Audit and NCG .
- Education: B.S. in Finance, University of Tennessee .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Beneficial Class A (proxy equivalent) | 152,714 shares | Includes options exercisable within 60 days and exchangeable LLC units per proxy methodology . |
| Options exercisable within 60 days (A) | 71,108 | Included in beneficial Class A tally . |
| Class B (exchangeable LLC units via HMP III Equity Holdings, LLC) | 81,606 | Indirect; voting/disposition by investment committee; Harrison disclaims beneficial ownership beyond pecuniary interest . |
| Ownership % | <1% | As shown in proxy table (“*”) . |
| Shares pledged | None disclosed for Harrison | No pledging noted for Harrison (contrast: pledges disclosed for others) . |
| Hedging policy | Hedging by directors prohibited under Insider Trading Policy . |
Insider Trades (Form 4, recent)
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-13 | Conversion (C) | Class A (from Class B/Common Units) | 78,597 | $0.0001 | 78,597 | |
| 2025-05-15 | 2025-05-13 | Sale (S) | Class A | 78,597 | $24.81 | 0 | |
| 2025-05-15 | 2025-05-13 | Other (J) | Class B | 78,597 | $0.0001 | 0 | |
| 2025-01-24 | 2025-01-23 | Return to issuer (D) | Class B | 3,009 | $0 | 78,597 | |
| 2025-02-12 | 2025-02-11 | Award (A) | Class A | 3,876 | $0 | 3,876 | |
| 2024-02-14 | 2024-02-13 | Award (A) | Stock Options | 11,508 | $19.22 | 11,508 | |
| 2023-05-16 | 2023-05-12 | Award (A) | Stock Options | 10,297 | $21.30 | 10,297 |
Note: Post-transaction “securitiesOwned” is reported per security/class on the Form 4 data and may not reflect other holdings (e.g., options or indirect units) aggregated in the proxy [Form 4 records above].
Governance Assessment
- Board effectiveness and independence: Harrison is a long-tenured independent director with relevant financial/investing expertise; serves on key oversight committees (Audit and NCG). Audit Committee independence is compliant with Rule 10A‑3; Board runs regular executive sessions under a Lead Independent Director, supporting independent oversight .
- Engagement: FY2024 attendance met or exceeded the 75% threshold across Board/committee obligations; attendance at the 2024 annual meeting confirmed (only McKenna absent) .
- Compensation alignment: Director pay mix is modest cash retainer plus time‑based options that vest after one year; no performance metrics for director compensation—reduces risk of misaligned short‑term incentives. Harrison’s FY2024 total director compensation was $155,634 (cash $40,000; options $115,634) .
- Ownership/skin-in-the-game: Beneficial ownership reflects exercisable options and indirect Class B interests via HMP III; no pledging disclosed for Harrison. Company policy prohibits director hedging, supporting alignment .
- Related‑party/conflict review: Although Harrison is affiliated with HMC and sits on investment committees of HMP entities holding IIIV units, the Board deemed him independent; Audit Committee oversees related‑party transactions, and the proxy reports no Item 404 related‑party transactions requiring disclosure in the period. Registration rights for HMC/HMP affiliates are legacy IPO arrangements .
- Signals/Red Flags:
- Neutral: 2025 conversion and sale of 78,597 shares following exchange of Class B/common units—consistent with liquidity from Up‑C structures; monitor for pattern or timing around material events .
- Watchlist: Indirect holdings via HMP III and HMC affiliations create potential perceived interlocks; no related‑party transactions disclosed, but continued monitoring of deal approvals and Audit Committee oversight is warranted .
Contextual shareholder sentiment: Say‑on‑Pay passed with ~97% support at the 2024 annual meeting, suggesting constructive investor engagement on compensation; while executive-focused, it informs overall governance climate .