Marietta Davis
Priority Technology HoldingsAbout Marietta Davis
Independent director of Priority Technology Holdings, Inc. since January 2021; age 65. Former worldwide Vice President and Managing Director at IBM for the Accenture relationship, focused on Cloud and Cognitive Applications; prior 17-year leadership career at Microsoft. Currently serves on the advisory board of The Posse Foundation (non-profit). Independent under NASDAQ rules and listed as such in the company’s proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Worldwide VP & Managing Director for the Accenture relationship; led global team to grow Cloud & Cognitive Application portfolio | Not disclosed | Enterprise go-to-market, cloud/cognitive portfolio execution |
| Microsoft | Various leadership roles | 17 years | Enterprise software leadership; commercial execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Posse Foundation | Advisory Board Member | Not disclosed | Talent development for diverse leaders; community engagement |
Board Governance
- Committee assignments: Member, Audit; Member, Compensation; Member, Nominating & Corporate Governance. Chairs: Audit—Michael Passilla; Compensation—Marc Crisafulli; Nominating & Corporate Governance—Christina Favilla .
- Independence: Board determined Davis is independent (NASDAQ standards) alongside Crisafulli, Favilla, Main, and Passilla. Executive sessions of non-management directors are held regularly .
- Attendance: All directors attended all Board and committee meetings in 2024 and 2023 (Board met six times in 2024; Audit four; Nominating & Governance one; Compensation two. In 2023: Board four; Audit four; Nominating & Governance one; Compensation three) .
| Meeting Activity | 2023 (oldest) | 2024 (newest) |
|---|---|---|
| Board meetings (count) | 4 | 6 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 3 | 2 |
| Nominating & Governance Committee meetings | 1 | 1 |
| Attendance (Board & committees) | 100% of then-directors and members | 100% of then-directors and members |
Fixed Compensation
- Structure: Non-employee directors receive cash retainer and restricted stock; RSUs vest over four quarters. In 2024, chairs received additional fees: Audit chair $25,000; Nominating & Governance chair $5,000; Compensation chair $5,000. In 2023, Audit chair fee was $10,000 (chair fee changes noted below) .
| Component ($) | 2023 (oldest) | 2024 (newest) |
|---|---|---|
| Cash retainer (Davis) | $60,000 | $60,000 |
| Equity grant (grant-date fair value) | $100,000 | $100,000 |
| Chair fees (Davis) | None disclosed for Davis | None disclosed for Davis |
| Total (reported) | $160,000 | $160,000 |
| Vesting terms (RSUs) | Vests over four quarters | Vests over four quarters |
| Program notes | Payment installments may be restricted under financing agreements; unpaid amounts accrue 6% interest until permitted to pay | Payment installments may be restricted under financing agreements; unpaid amounts accrue 6% interest until permitted to pay |
Compensation structure changes: Independent director cash agreement language decreased from $65k (program description) in 2023 to $60k in 2024, while Audit chair fee rose from $10k (2023) to $25k (2024); Davis’s actual reported cash remained $60k both years .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; equity grants are time-based RSUs vesting quarterly. Anti-hedging, anti-pledging, stock ownership requirements, clawback policy are part of the company’s governance toolkit (program highlights, not director-specific metrics) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | PRTH proxy provides biography and advisory board role but does not list public company directorships for Davis |
Expertise & Qualifications
- Cloud and enterprise software commercialization, strategic partnerships (IBM–Accenture relationship), and senior leadership experience at Microsoft (17 years) .
- Independent status and multi-committee membership (Audit, Compensation, Nominating & Governance) suggest broad governance engagement .
Equity Ownership
| Metric | 2023 (oldest) | 2024 (newest) |
|---|---|---|
| Shares beneficially owned (Davis) | 50,851 | 84,569 |
| Ownership % of outstanding shares | <1% | <1% |
| Shares outstanding (reference) | 75,792,939 | 79,753,476 |
- No disclosures of pledging or hedging by Davis; company maintains anti-hedging and anti-pledging policies .
- Vested vs. unvested breakdown for directors not disclosed; RSU vesting quarterly for independent directors in the year of grant .
Governance Assessment
- Independence and committee breadth: Davis is an independent director serving on all three key committees (Audit, Compensation, Nominating & Governance), supporting board oversight in a controlled-company context where the CEO/Chair is also a significant shareholder .
- Attendance and engagement: 100% attendance at Board and committee meetings across 2023–2024 indicates high engagement; executive sessions of non-management directors held regularly .
- Alignment: Annual equity grants ($100k RSUs vesting quarterly) provide ongoing equity exposure; beneficial ownership rose from 50,851 to 84,569 shares year over year, though still <1% of outstanding—alignment exists but is modest relative to total shares .
- Pay structure signals: Director cash retainer stable at $60k for Davis; chair fee increases (Audit chair) point to enhanced expectations for committee oversight; no director performance metrics or meeting fees disclosed—compensation remains predominantly fixed cash plus time-based equity .
- Conflicts and related-party exposure: No related-party transactions or conflicts disclosed for Davis. Board context includes familial relationship between Thomas and John Priore and concentrated ownership, elevating the importance of independent directors’ oversight; no Section 16(a) delinquencies listed for Davis (late filings noted for certain executives) .
RED FLAGS (none specific to Davis disclosed):
- No director-specific conflicts, pledging, or hedging disclosed for Davis .
- Board-level context: CEO/Chair concentrated ownership and family relationship with another director; reinforces need for independent committee rigor (Davis participates across all three committees) .