David McKeegan
About David McKeegan
David McKeegan, age 49, has served as an independent director of Onfolio Holdings Inc. since January 2022. He is an IRS Enrolled Agent with an MBA from IESE Business School (2004) and a BA from Loyola College in Maryland (filings disclose BA completion dates as 1997 and 2009 across years), and brings finance, tax, and banking experience from co-founding Greenback ETS and Cleer LLC and earlier roles at Bank of Scotland and JPMorgan Chase .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenback ETS | Co-founder; former CEO | Founded 2009 | Built expat tax compliance services; finance/tax leadership |
| Cleer LLC (formerly GBS Tax & Bookkeeping) | Co-founder; CEO | Started 2018 | Serves entrepreneurs/startups incorporating in the U.S. |
| Bank of Scotland | Associate Director, syndicated loan desk | 2005–2009 | Banking and credit markets experience |
| JPMorgan Chase | Professional (role not specified) | 1997–2002 | Early career in financial services |
External Roles
- No other public company directorships disclosed for McKeegan; other ONFO directors hold external board seats (e.g., Lipstein at Seacoast Banking Corporation of Florida) but none are attributed to McKeegan .
Board Governance
- Committee memberships: Audit Committee (member), Compensation Committee (member), Nominating & Corporate Governance Committee (member); not a chair of any committee. Committee chairs are Lipstein (Audit), Schwartz (Compensation), and Lawrence (Nominating) .
- Independence: The Board determined in 2023, 2024, and 2025 that McKeegan is independent under Nasdaq rules and Exchange Act criteria .
- Attendance and engagement:
- Board meetings: 12 in FY2024; all directors attended >75% of Board and committee meetings and all attended the 2024 annual meeting .
- Prior year: 11 Board meetings in FY2022; all directors attended >75% .
- Committee activity FY2024: Audit Committee held 6 meetings; Compensation Committee held 4 meetings; Nominating & Corporate Governance Committee held 2 meetings .
- Board leadership: CEO serves as Chair; no Lead Independent Director due to board size .
- Risk oversight roles are defined across committees (Audit: financial reporting/internal controls; Compensation: comp program risks; Nominating: governance risks) .
Fixed Compensation
| Year | Cash Retainer (quarterly) | Annual Cash Received | Committee Chair Fees | Notes |
|---|---|---|---|---|
| 2022 | $7,500 per quarter (cash + stock mix) | $10,000 | Audit Chair receives +$2,500/qtr (not McKeegan) | Independent director plan adopted Feb 28, 2022; McKeegan’s 2022 compensation included $10,000 cash and $4,167 stock awards (total $14,167) . |
| 2023 | $5,000 per quarter (cash) | $20,000 | Audit Chair +$2,500/qtr (not McKeegan) | McKeegan: $20,000 cash; plus option award (see Performance Compensation) . |
| 2024 | $5,000 per quarter (cash) | $20,000 | Audit Chair +$2,500/qtr (not McKeegan) | McKeegan: $20,000 cash; no stock or option awards disclosed for 2024 . |
Performance Compensation
| Year | Instrument | Amount | Exercise/Strike | Term/Expiration | Vesting | Notes |
|---|---|---|---|---|---|---|
| 2023 | Stock options | 15,000 options | $1.27 per share | 10-year term | Not disclosed | Awarded to each independent director in FY2023; McKeegan’s option award fair value recognized: $13,952 . |
- Clawback policy: Company adopted an incentive compensation recovery policy applicable to erroneously awarded compensation upon accounting restatements (policy annexed to FY2023 Form 10-K). Scope applies broadly to incentive-based pay; director-specific application is not separately delineated .
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles |
|---|---|---|---|
| None disclosed for McKeegan | — | — | — |
- No disclosed interlocks or shared directorships involving McKeegan with ONFO competitors/suppliers/customers .
Expertise & Qualifications
- Finance and tax domain expertise from founding and leading Greenback ETS and Cleer LLC; IRS Enrolled Agent credential supports audit and compensation oversight roles .
- Banking and credit experience (Bank of Scotland syndicated loans) and large-bank exposure (JPMorgan), relevant for audit committee work and risk oversight .
- Education: MBA (IESE, 2004); BA (Loyola College in Maryland; filings show 1997 in FY2024 proxy and 2009 in FY2025 proxy, indicating a disclosure inconsistency) .
Equity Ownership
| As-of Record Date | Shares Outstanding | McKeegan Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|---|
| 2023 (Record Date for 2023 proxy) | 5,110,195 | 700 | <1% | Individual director holdings small across 2023; group total 31.2% . |
| 2024 (Record Date for 2024 proxy) | 5,107,395 | 15,000 | <1% | Directors listed at 15,000 each; % shown as <1% . |
| 2025 (Record Date for 2025 proxy) | 5,127,396 | 15,700 | <1% | Individual directors (incl. McKeegan) at 15,700; group total 32.4% . |
- Hedging/pledging: Policy prohibits short sales, derivatives, margin/pledging, and hedging without pre-approval; applies to directors and households .
Governance Assessment
- Committee effectiveness: McKeegan serves on all three key committees (Audit, Compensation, Nominating), indicating broad governance engagement; committees met regularly in 2024 (Audit 6x; Compensation 4x; Nominating 2x), supporting oversight cadence .
- Independence and attendance: Consistent independent status affirmed across years; attendance thresholds exceeded (>75% in FY2022 and FY2024) and participation at the annual meeting, which supports reliability and engagement .
- Pay structure and alignment: Shift from mixed cash/stock (2022) to cash + options (2023), then cash-only (2024) for non-employee directors. McKeegan’s option grant in 2023 (15,000 at $1.27, 10-year term) adds long-term alignment but small ownership levels (<1%) may limit “skin-in-the-game” signaling relative to CEO concentration; hedging/pledging prohibitions mitigate misalignment risk .
- Compensation oversight: Compensation Committee independence affirmed; no compensation consultants were used in 2023 or 2024, and management provided recommendations—this can be efficient for a micro-cap but may raise concerns about benchmarking rigor and pay inflation risk in larger issuers .
- Related party and controls: Related-party transactions primarily involve the CEO and joint ventures; Audit Committee has approval responsibility per charter. 2025 proxy notes “no member of management has benefited” from related party transactions, which reduces conflict risk; still appropriate to maintain vigilance .
- Board structure: CEO-Chair combination with no Lead Independent Director due to board size; acceptable for micro-cap but can reduce independent counterbalance—mitigated by a majority-independent board and active committees .
RED FLAGS
- Section 16(a) compliance: Late Form 3 filings were recorded for multiple insiders including McKeegan in the 2023 proxy—administrative but noteworthy for compliance discipline .
- Low personal ownership: McKeegan’s holdings remain <1% across years, which limits strong ownership alignment; however, 2023 option grant marginally enhances long-term alignment .
- No compensation consultant: Potential risk of insular benchmarking and discretionary decisions, though committee independence is affirmed .
- No Lead Independent Director: Concentrated leadership may reduce independent oversight in crisis environments .