Jeffrey DiGiovanni
About Jeffrey DiGiovanni
Jeffrey DiGiovanni, 48, has served as ISSC’s Chief Financial Officer since April 8, 2024. He is a CPA with a B.S. in Accounting and an M.S. in Financial Services from Saint Joseph’s University and previously held CFO and Chief Accounting Officer roles at StoneMor, and was a Managing Director at Pine Hill Group advising on IPO readiness, SEC reporting, and complex accounting transactions . Company performance metrics relevant to FY2024 incentives included revenue of $47,198,020 and adjusted operating income of $11,446,807, both above target levels; cumulative TSR reported in the “Pay vs. Performance” disclosure was $92.88 on a $100 initial investment over the stated period, with FY2024 net income of $7.00 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| StoneMor Inc. | Senior Vice President & Chief Financial Officer | Sep 2019 – May 2023 | Led finance; period includes oversight of public-company reporting; prior role as Chief Accounting Officer |
| Pine Hill Group | Managing Director | Jan 2012 – Sep 2018 | Delivered IPO readiness, SEC financial reporting, and technical accounting on complex transactions |
| StoneMor Inc. | Chief Accounting Officer | Sep 2018 – Sep 2019 | Oversaw SEC reporting and accounting policies |
External Roles
None disclosed for public company boards or other external directorships .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Base Salary (pro‑rated from start date) | 156,250 | Annual rate $325,000 per offer letter dated March 18, 2024 |
| All Other Compensation | 2,185 | Primarily 401(k) and standard benefits; company 401(k) match policy up to 4% of base via 50% match of deferral rate |
Performance Compensation
Annual Cash Incentive Structure and Results (FY2024)
| Item | Target/Max | Actual/Payout | Notes |
|---|---|---|---|
| Target Bonus (% of base) | 50% | — | Set in offer letter and plan |
| Target ($) | 162,500 | — | From grants table |
| Maximum ($) | 243,750 | — | From grants table |
| Company Revenue metric | Target: $44,138,000; Max: $66,207,000 | Actual: $47,198,020 | Weight 33% |
| Adjusted Operating Income metric | Target: $10,470,428; Max: $15,705,642 | Actual: $11,446,807 | Weight 33%; Non‑GAAP (see reconciliation) |
| Qualitative metric | — | Assessed at 100% | Weight 33% |
| Bonus Paid ($) | — | 225,000 | Approved based on metric attainment and qualitative goals |
FY2024 Equity Grants and Vesting
| Grant Date | Award Type | Shares | Strike ($) | Expiration | Grant‑Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 4/08/2024 | RSUs | 35,410 | — | — | 250,000 | 25% at 1st anniversary; then 8.33% each calendar quarter; 100% by 4th anniversary |
| 4/08/2024 | Stock Options | 64,599 | 7.06 | 4/08/2034 | 250,000 | 25% at 1st anniversary; then 8.33% each calendar quarter; 100% by 4th anniversary |
| 6/13/2024 | RSUs | 31,746 | — | — | 200,000 | 25% at 1st anniversary; then equal quarterly installments; 100% by 4th anniversary |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (total) | 30,295 shares | Less than 1% of outstanding |
| Components vesting within 60 days of 2/20/2025 | 8,853 RSUs; 16,150 NQSOs | As disclosed in beneficial ownership table |
| RSUs unvested at FY2024 year‑end | 35,410 (MV $230,873); 29,100 (MV $189,732) | Per outstanding awards table |
| Options unexercisable at FY2024 year‑end | 64,599 @ $7.06; exp. 4/08/2034 | Per outstanding awards table |
| Shares outstanding (record date) | 17,545,314 | For % context |
| Anti‑hedging/anti‑pledging policy | Hedging requires approval; pledging/margin prohibited | Company Insider Trading Policy |
| Stock ownership guidelines | Section 16 officers: 1x base salary | Compliance measured annually; began 12/31/2024 |
Employment Terms
| Term | Detail |
|---|---|
| Start date | April 8, 2024 |
| Offer letter (3/18/2024) | Base $325,000; target bonus 50% of base; initial RSU and option grants; non‑compete/non‑solicit 12 months; confidentiality and non‑disparagement |
| Severance (without cause) | 6 months’ base salary plus pro‑rata bonus for year of termination, subject to release |
| Change‑in‑Control Agreement (6/20/2024) | If terminated w/o Cause or for Good Reason within 6 months pre‑ to 2 years post‑CIC: lump sum = 2x (base + max bonus opportunity); immediate vesting of unvested equity; option exercise extended to earlier of 2 years post‑termination or original expiry; 18 months of health and disability coverage; subject to release |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined in agreement |
Performance & Track Record
- Company incentive metrics for FY2024 were achieved above target: revenue $47.198m vs $44.138m target; adjusted operating income $11.447m vs $10.470m target; CFO qualitative goals at 100% .
- Pay vs performance disclosure shows cumulative TSR value of $92.88 and FY2024 net income of $7.00 million; average “compensation actually paid” for non‑PEO NEOs in FY2024 was $404,050 per SEC methodology .
Governance, Policies, and Shareholder Feedback
- Say‑on‑pay: Over 98% approval at the 2023 annual meeting; next say‑on‑pay scheduled for 2026 .
- Compensation Committee engaged FW Cook for market benchmarking and best practices in 2023–2024; committee is independent .
- Section 16 compliance: Company reported timely filings for FY2024; one director had a late Form 4; no material legal proceedings reported involving executives .
Compensation Structure Analysis
- Mix shift and alignment: 2024 compensation for the CFO combined significant at‑risk cash ($225,000 bonus) with multi‑year equity (RSUs and options) vesting quarterly after the first anniversary, aligning retention and performance over four years .
- Performance metrics: Clear weighting across revenue, adjusted operating income, and qualitative objectives (33% each), with disclosed targets and maximums, indicating structured pay‑for‑performance .
- Ownership policy: 1x salary minimum for Section 16 officers promotes alignment; anti‑hedging/anti‑pledging policy reduces misalignment risks .
Investment Implications
- Retention and vesting overhang: Quarterly RSU vesting after the first anniversary and unexercisable options (64,599 @ $7.06) create periodic vesting events that can coincide with potential selling pressure, particularly around quarter‑ends and near the first anniversary of 4/08/2025 and 6/13/2025 grants .
- Change‑in‑control economics: Double‑trigger CIC protection (2x base + max bonus; full acceleration) suggests balanced retention but introduces cost in sale scenarios; accelerated vesting and option extension could meaningfully increase dilution/overhang upon CIC .
- Alignment: Beneficial ownership remains <1%, but ownership guidelines and anti‑pledging policy, plus multi‑year equity awards, support alignment; actual pay driven by revenue and adjusted operating income exceeding targets indicates clear link between performance and payout .
- Governance signals: Strong prior say‑on‑pay support (98%) and use of an independent consultant reduce compensation‑related governance risk; Section 16 compliance was largely timely .
Key datapoints to monitor for trading and risk: upcoming RSU vest dates after April 8, 2025 and June 13, 2025; option moneyness vs $7.06 strike; quarterly vest cadence; any 8‑K 5.02 changes; adherence to ownership policy; and revisions to incentive metric targets.