David Gow
About David Gow
David Gow (age 61) is Chairman of the Board and an independent director at MultiSensor AI Holdings, Inc. (MSAI), serving since 2023; he is currently separate from management, with Stuart V. Flavin III as interim CEO . Gow’s background spans CEO/CFO roles in media and ecommerce, corporate strategy at Compaq, and consulting at McKinsey; he holds a BA in Economics from Williams College (1985) and an MPP from Harvard University (1993) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Center for Houston’s Future (non-profit) | Chief Executive Officer and President | Current | Civic leadership; no corporate committees disclosed |
| SportsMap Tech Acquisition Corp. (Legacy SMAP) | Chief Executive Officer and Director | From inception until Business Combination (Dec 2023) | Led SPAC process culminating in Business Combination |
| Gow Media (ESPN Radio Houston; CultureMap, etc.) | Founder (Aug 2007); Chairman since founding | 2007–present | Multi-platform media strategy and governance |
| Ashford.com | CFO (led IPO), later CEO | 1999–2002 | Public company finance and leadership |
| Compaq Computer | Director of Corporate Strategy | 1996–1998 | Corporate strategy |
| McKinsey & Company | Consultant | 1993–1996 | Strategy consulting |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gow Media, LLC | Chairman | Private | Ongoing chairmanship since 2007 |
| Center for Houston’s Future | CEO & President | Non-profit | Non-profit leadership |
| SportsMap Tech Acquisition Corp. (Legacy SMAP) | CEO/Director | Public (pre-combination SPAC) | Role ended upon Business Combination closing in Dec 2023 |
Board Governance
- Chairman of the Board; independent, with CEO role held separately by interim CEO Stuart V. Flavin III, consistent with governance guidelines that permit the independent chair to serve as lead director .
- Independence: Board determined Gow is independent under Nasdaq rules (one of five independent directors at the time) .
- Committees: Not currently listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; committee chairs are Chu (Audit), Ryan (Comp), Kitsos (NCG) .
- Attendance: In 2024 the Board met 4 times; all incumbent directors attended at least 75% of Board and relevant committee meetings; executive sessions of independent directors held at least twice per year; directors expected to attend annual meetings and all members attended the most recent annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Earned quarterly |
| Stock awards (RSUs) – grant-date fair value | $40,000 | RSUs immediately vest; ASC 718 fair value |
| Total 2024 director compensation | $80,000 | Non-employee director compensation |
| Program structure | Choice as of Mar 28, 2025: (i) all equity, (ii) $20k cash + $60k equity, or (iii) $40k cash + $40k equity, based on prior-day close FMV | |
| Director annual comp cap (plan) | $750,000 (standard); $1,000,000 in initial year | Aggregate cash + grant-date equity limits per 2023 Incentive Plan |
Performance Compensation
| Item | Terms | Vesting/Performance Conditions |
|---|---|---|
| Director equity grants | RSUs | Immediately vest; no disclosed performance metrics for director RSUs; ASC 718 valuation |
| Equity plan provisions | Company may reprice options/SARs without shareholder approval | Repricing authority per 2023 Incentive Award Plan; potential governance risk signal |
No director-specific performance metrics (TSR/EBITDA/ESG) tied to Gow’s board compensation were disclosed .
Other Directorships & Interlocks
| Counterparty | Relationship/Transaction | Amount/Terms | Potential Interlock/Conflict |
|---|---|---|---|
| Gow Media, LLC | Administrative services agreement with Legacy SMAP (office, admin) | $10,000/month; total $234,516 paid until Business Combination; Lawson Gow paid ≈$100,000/year by Gow Media for SMAP-related services | Related-party services and family member compensation; ended at closing |
| Financing Notes (Subscription Agreement) | Gow among investors receiving Financing Notes; later converted | Issued $200,000 of Financing Notes (exchanged from prior notes); interest 9% cash or 11% in stock; warrants also issued to investors | |
| Gow Subscription Agreement | Conversion of Gow Financing Note | 60,060 shares issued at effective $3.33 per share; 6-month transfer restriction | |
| Convertible Promissory Notes (Remaining Notes) | Board reduced conversion price to $5 for remaining notes, including those held by David Gow and Strahan trust | 243,048 shares issued collectively on conversion; 6-month transfer restriction |
Expertise & Qualifications
- Corporate finance and public company leadership (CFO/CEO of Ashford.com; led IPO), board and general management experience underpin nomination rationale .
- Strategy and operations experience (Compaq corporate strategy; McKinsey consulting) .
- Media entrepreneurship and governance (Gow Media founder/chairman since 2007) .
- Education: BA in Economics (Williams College, 1985); MPP (Harvard, 1993) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| David Gow | 701,106 | 2.1% | 655,406 common shares + 45,700 shares underlying private placement warrants exercisable within 60 days (5) |
Outstanding shares at Record Date: 33,337,581 . No pledging of shares disclosed; hedging of company stock is prohibited by insider trading policy .
Governance Assessment
- Strengths: Independent Chair structure separating CEO and Chair roles; Board affirms Gow’s independence; regular executive sessions; at least 75% attendance; director equity aligns interests modestly; compensation remains at $80k in cash+RSUs in 2024 .
- Risks/Red Flags: Multiple related-party transactions involving Gow (Legacy SMAP admin services via Gow Media; Financing Notes and favorable conversion decisions including reduced conversion price and equity issuance) warrant scrutiny for potential conflicts; while audit committee reviews related-party transactions, investors should monitor process rigor and arm’s-length terms .
- Plan-level concern: Equity plan permits option/SAR repricing without shareholder approval, generally viewed as shareholder-unfriendly; board/comp committee governance should articulate guardrails around such authority .
- Committee engagement: Gow is not on core committees (Audit, Comp, NCG), limiting direct involvement in oversight domains; effectiveness hinges on Chair role in agenda setting and oversight .
Notes and Compliance
- Director independence, attendance, and committee composition per 2025 DEF 14A .
- Insider trading policy prohibits hedging of company stock; clawback policy applies to executive officers (not directors) .
- Board size change: reduction from seven to five directors post-2025 Annual Meeting noted; Gow nominated for re-election through 2026 Annual Meeting .