David Mounts Gonzales
About David Mounts Gonzales
David Mounts Gonzales (age 61) is an independent director of ModivCare Inc. and a member of the Nominating and Governance Committee, appointed for a one-year term beginning in 2025. He is General Partner of AI Catalyst Fund, a significant ModivCare shareholder, and previously served as CEO (2010–2022) and Chairman (2014–2022) of Inmar Intelligence; he also held senior roles at Domino’s Pizza (EVP Supply Chain and CFO) and UPS (International Country Manager, Corporate Controller, SVP UPS Capital). He sits on the board of Evolv Technologies Holdings, Inc. (Nasdaq: EVLV) since November 2, 2023, and holds an MBA from Wharton and a BS from the University of Nevada, Las Vegas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inmar Intelligence | Chief Executive Officer; Chairman | CEO 2010–2022; Chairman 2014–2022 | Led a data-driven commerce and analytics platform; digital transformation expertise |
| Domino’s Pizza, Inc. | EVP Supply Chain; Chief Financial Officer | Not disclosed | Technology, product, logistics innovation |
| UPS, Inc. | International Country Manager; Corporate Controller; SVP UPS Capital | Not disclosed | Operations, finance, capital expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolv Technologies Holdings, Inc. (Nasdaq: EVLV) | Director | Since Nov 2, 2023 | AI-based security screening technology exposure |
Board Governance
- Committee assignments: Nominating & Governance Committee member; the committee currently consists of Chair Leslie Norwalk, David Mounts Gonzales, and Daniel Silvers; Board determined each member is independent under Nasdaq standards .
- Director since: 2025; nominated by the Nominating & Governance Committee and unanimously recommended by the Board .
- Board/committee activity: In 2024, the Board held 24 meetings; Audit 7; Compensation 6; Nominating & Governance 7; all directors attended at least 75% of meetings during their service; independent directors met regularly in executive session (note: David joined in 2025; 2024 attendance does not cover him) .
- Director selection controls: Directors must submit contingent irrevocable resignations in uncontested elections; candidates must disclose voting commitments/comp arrangements and agree to compliance; immediate resignation if materially breaching the Director/Prospective Director Agreement .
Fixed Compensation
- Program for non-employee directors (2024 structure):
- Annual cash retainer: $85,000.
- Committee chair retainers: Audit $35,000; Compensation $20,000; Nominating & Governance $20,000.
- Board Chair retainer: $35,000, increased to $100,000 beginning Dec 2024.
- Committee member retainers (non-chairs): Audit $15,000; Compensation $7,500; Nominating & Governance $7,500.
- Annual equity retainer (target value): $130,000, based on closing price on grant date. Some directors can receive unrestricted shares in lieu of cash; certain letter agreements provided different cash terms for specific appointees in late 2024 .
- Stock ownership guideline for non-employee directors: Own shares equal to five times the annual retainer; compensatory shares cannot be sold until reaching holding level (limited exceptions). As of Dec 31, 2024, none of the non-employee directors met the holding level (note: status covers 2024 directors; David joined 2025) .
| Fixed Compensation Element | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $85,000 | Standard program |
| Audit Chair Retainer | $35,000 | Additional to director retainer |
| Compensation Chair Retainer | $20,000 | Additional to director retainer |
| Nominating & Governance Chair Retainer | $20,000 | Additional to director retainer |
| Board Chair Retainer | $35,000 → $100,000 starting Dec 2024 | Increase effective Dec 2024 |
| Audit Committee Member (non-chair) | $15,000 | Additional to director retainer |
| Compensation Committee Member (non-chair) | $7,500 | Additional to director retainer |
| Nominating & Governance Member (non-chair) | $7,500 | Additional to director retainer |
| Annual Equity Retainer (target) | $130,000 | Value-based on grant date closing price |
Performance Compensation
- Annual equity grants are time-based restricted stock awards for non-employee directors; typical 2024 grants were 2,658 restricted shares vesting after one year (for then-serving directors); no performance metrics tied to director equity disclosed .
| Performance Component | Terms | Metrics |
|---|---|---|
| Annual equity retainer | Time-based restricted stock; example 2024 grants 2,658 shares, vesting one year | None disclosed for directors; awards are time-based |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Evolv Technologies Holdings, Inc. (EVLV) | Public | Director | Different industry (AI-based security screening); no disclosed MODV-related transactions |
| AI Catalyst Fund | Shareholder | General Partner | Significant MODV shareholder (14.8%) and recommended David as director; independence determined as compliant for his committee; monitor potential related-party matters |
Expertise & Qualifications
- Deep operations and financial management experience; expertise in AI, analytics, digital transformation, and cost optimization; background spanning logistics (UPS, Domino’s) and data-driven commerce (Inmar) .
- Education: MBA, The Wharton School; BS, University of Nevada, Las Vegas .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David Mounts Gonzales (via AI Catalyst Fund reporting group) | 2,130,000 | 14.8% | Shared voting/dispositive power under Schedule 13D/A (Mar 7, 2025); record date shares outstanding: 14,349,099 |
- Ownership guideline context: Non-employee directors must hold 5x annual retainer; compensatory shares restricted until holding level achieved; as of Dec 31, 2024 none of non-employee directors met guideline (David joined 2025) .
Governance Assessment
-
Strengths:
- Relevant digital transformation and AI expertise aligned with MODV’s operational efficiency ambitions; adds technology and analytics credibility to the Board .
- Committee independence affirmed; Nominating & Governance composition includes David, with oversight of director nominations and governance/sustainability matters .
- Robust director selection and contingency resignation framework; disclosure and compliance commitments via the Director/Prospective Director Agreement .
-
Potential conflicts and monitoring points:
- Significant ownership via AI Catalyst Fund (14.8%) and recommendation by that fund signal influence; while committee independence is affirmed, investors should monitor related-party exposure and governance of any transactions involving significant shareholders .
- Board-level ownership guideline shortfall as of year-end 2024 is a general alignment red flag; while not applicable to David for 2024, tracking progress to guideline compliance is prudent .
-
Engagement signals:
- Board and committees met frequently in 2024, with all directors meeting the 75% attendance threshold; independent directors held regular executive sessions (David’s 2025 attendance not yet disclosed) .
- Board refresh underway pursuant to Credit Agreement Amendment No. 5; ongoing director appointments (e.g., Erin Russell) reflect lender-influenced governance constraints and strategic oversight via the Strategic Alternatives Committee .