Timothy McKenna
About Timothy McKenna
Independent director at i3 Verticals, Inc. (IIIV); age 71; on the Board since formation in January 2018 and previously on i3 Verticals, LLC’s board since 2012. Former President of Fidelity Capital Markets (1996–2000), with nine prior years at Fidelity in fixed income roles; early career in municipal bond trading/management at First National Bank of Boston and Kidder, Peabody & Co. AB in History from Harvard University. The Board affirmatively determined McKenna is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Capital Markets (Fidelity Investments) | President | 1996–2000 | Led institutional trading arm; prior EVP–Fixed Income |
| Fidelity Capital Markets | Executive VP – Fixed Income | ~9 years before 1996 | Senior fixed income leadership |
| First National Bank of Boston | Municipal bond trading/management | Not disclosed | Trading/management responsibilities |
| Kidder, Peabody & Co. | Municipal bond trading/management | Not disclosed | Trading/management responsibilities |
| Pacific Stock Exchange | Director (prior) | Not disclosed | Exchange oversight |
| Cincinnati Stock Exchange | Director (prior) | Not disclosed | Exchange oversight |
| NYSE Regional Advisory Committee | Member (prior) | Not disclosed | Market structure advisory |
| National Association of Securities Dealers | Member (prior) | Not disclosed | Market/oversight advisory |
External Roles
No current public company directorships disclosed. Historical exchange board roles (Pacific and Cincinnati Stock Exchanges) and advisory roles with NYSE and NASD noted above .
Board Governance
- Board independence: Majority independent; McKenna identified as independent .
- Lead Independent Director and executive sessions: Independent directors meet regularly; Led by David Wilds .
- Leadership structure: Combined CEO/Chair with Lead Independent Director framework .
| Governance Activity | FY2024 Frequency | Attendance |
|---|---|---|
| Board meetings | 14 | Each director ≥75% of meetings of Board and served committees |
| Audit Committee | 4 | Each director ≥75% |
| Compensation Committee | 3 | Each director ≥75% |
| Nominating & Corporate Governance Committee | 2 | Each director ≥75% |
| 2024 Annual Meeting attendance | — | All directors except McKenna attended |
Committees and roles:
- Compensation Committee: McKenna (Chair), Elizabeth Seigenthaler Courtney; committee fully independent and advised by independent consultant FW Cook .
- Audit Committee: Morgan (Chair), Harrison, Wilds, Jenkins; independent .
- Nominating & Corporate Governance Committee: Courtney (Chair), Harvey, Harrison, Morgan .
Fixed Compensation
Non-employee director program (FY2024):
- Cash: $40,000 annual retainer; Compensation Committee Chair fee $12,500; paid quarterly .
- McKenna cash earned: $52,500 .
| Component | FY2024 Amount ($) |
|---|---|
| Annual cash retainer | 40,000 |
| Compensation Committee Chair fee | 12,500 |
| Total cash earned (McKenna) | 52,500 |
Performance Compensation
Non-employee director equity:
- Annual stock options equal to ~$115,000 Black-Scholes value; service-based vesting; options fully vest one year after grant; no change YoY .
- McKenna option award value FY2024: $115,634 .
- Aggregate outstanding options held by McKenna as of 9/30/2024: 61,108 .
| Equity Element | Terms | FY2024 McKenna Value/Count |
|---|---|---|
| Annual stock options | Service-based; 1-year vest; Black-Scholes valuation | $115,634 |
| Options outstanding (aggregate) | As of 9/30/2024 | 61,108 options |
Performance metric table (director-specific):
- None; director equity grants are service-based, not tied to TSR/EBITDA/revenue metrics .
Other Directorships & Interlocks
| Company/Institution | Role | Committee/Function | Potential Interlock/Conflict |
|---|---|---|---|
| Pacific Stock Exchange (prior) | Director | Exchange board | Historical; no current interlock disclosed |
| Cincinnati Stock Exchange (prior) | Director | Exchange board | Historical; no current interlock disclosed |
| NYSE Regional Advisory Committee (prior) | Member | Advisory | Historical; no current interlock disclosed |
| NASD (prior) | Member | Advisory | Historical; no current interlock disclosed |
Expertise & Qualifications
- Capital markets leadership (President, Fidelity Capital Markets); fixed income expertise; municipal bonds trading/management .
- Governance and market oversight (exchange boards; NYSE/NASD advisory) .
- Education: AB in History (Harvard) .
- Independence affirmed by Board; Compensation Committee leadership experience .
Equity Ownership
Beneficial ownership (as of 12/27/2024 record date):
- Shares include those exercisable within 60 days per SEC rules; percentages “*” denote less than 1% .
| Security | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Class A common stock | 99,695 | * |
| Class B common stock | 38,587 | * |
| Options outstanding (aggregate) | 61,108 | — |
Policies affecting alignment:
- Insider Trading Policy prohibits hedging and use of certain derivatives by directors; standing/limit orders discouraged; pledging not expressly prohibited/mentioned .
- Anti-hedging policy applies to directors/Section 16 officers .
- No director stock ownership guidelines disclosed in the proxy; Nominating Committee sets director compensation .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 97% support (as described in the 2025 proxy’s discussion of 2024 results) .
- 2025 Annual Meeting results (Item 5.07 8-K, Feb 25, 2025):
- Directors elected; McKenna received 26,430,428 FOR, 342,424 WITHHELD, 2,438,752 broker non-votes .
- Auditor ratification: 29,148,508 FOR, 54,952 AGAINST, 8,144 ABSTAIN .
- Say-on-Pay: 25,877,035 FOR, 721,082 AGAINST, 174,735 ABSTAIN, 2,438,752 broker non-votes .
| Proposal (2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Timothy McKenna | 26,430,428 | 342,424 | — | 2,438,752 |
| Auditor ratification (Deloitte) | 29,148,508 | 54,952 | 8,144 | — |
| Say-on-Pay | 25,877,035 | 721,082 | 174,735 | 2,438,752 |
Compensation Structure Analysis (Director)
- Mix: McKenna’s FY2024 total was $168,134, with $52,500 cash and $115,634 equity; equity is the majority, aligning incentives with shareholders .
- Program stability: No changes to director cash or equity program vs FY2023 .
- No option repricing/modification disclosed; director awards are standard annual options .
Potential Conflicts & Related-Party Exposure
- Board independence affirmed; no related-party transactions involving McKenna are disclosed in the sections reviewed. The Audit Committee oversees related-party transactions and compliance with the code of ethics .
Insider Trades
Form 4 transaction details for Timothy McKenna were not available in the documents retrieved. We searched the latest proxy and meeting 8-K; these do not include Section 16 Form 4 data. Accordingly, insider trades table is omitted; no Form 4 data available via the current tool set for IIIV’s directors in this session .
Governance Assessment
-
Strengths:
- Independence and leadership: McKenna is independent and serves as Chair of the Compensation Committee; committee uses independent consultant FW Cook; annual CD&A reviewed by the committee .
- Ownership alignment: Majority of director compensation is equity (options), encouraging long-term alignment; anti-hedging policy in place for directors .
- Shareholder support: High Say-on-Pay support in 2024 and strong approval in 2025; McKenna received solid FOR votes in 2025 .
-
Watch items:
- Attendance: McKenna did not attend the 2024 Annual Meeting though he met ≥75% meeting attendance requirements. This is a minor engagement flag but not a compliance breach .
- Committee size: Compensation Committee comprises only two members, which concentrates oversight; mitigated by independence and use of FW Cook .
-
RED FLAGS:
- Missed 2024 Annual Meeting attendance (engagement optics) .
- No explicit director stock ownership guideline disclosure (alignment could be stronger with formal thresholds) .
-
Overall implication for investor confidence:
- McKenna’s capital markets expertise and independent leadership on compensation, coupled with a primarily equity-based director comp structure and strong shareholder support, are positives for governance quality. The single missed annual meeting warrants monitoring but does not materially detract from overall board effectiveness signals .