Daniel MacLachlan
About Daniel MacLachlan
Daniel MacLachlan, 46, is Chief Financial Officer of Red Violet, Inc. (RDVT), serving since the company’s formation in August 2017 through the March 2018 spin-off from Fluent; he previously served as CFO of Fluent from March 2016 to the spin-off and brings 15+ years as CFO of data-driven technology companies and prior service as an FBI Special Agent focused on public corruption and civil rights investigations . His education includes a B.S. in Business and Finance (Nova Southeastern University), B.B.A. in Accounting (Florida Atlantic University), and an MBA in Finance (Florida Gulf Coast University) . Company pay-versus-performance data show cumulative TSR values of $58 (2022), $50 (2023), and $91 (2024) on a hypothetical $100 investment, while average “compensation actually paid” to non-PEO NEOs (MacLachlan and the President) rose to $3.196M in 2024 from $1.379M in 2023 . Revenues increased from $53.3M* (FY22) to $75.2M* (FY24) and EBITDA improved to $8.1M* (FY24) (values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluent, Inc. | Chief Financial Officer | 2016–2018 | Led finance at data-driven marketing firm ahead of RDVT spin-off . |
| TransUnion Risk and Alternative Data Solutions (TRADS) | Director of Finance/CFO roles post-acquisition of TLO assets | 2013–2014 | Finance leadership in data fusion industry following TLO asset acquisition . |
| TLO, LLC | Chief Financial Officer | 2009–2013 | CFO at leading information solutions provider in data fusion/investigative analytics . |
| JARI Research Corporation (Mayo Clinic partnership) | Chief Financial Officer | 2005–2009 | Advanced targeted radio-therapeutic cancer technology as CFO . |
| Federal Bureau of Investigation | Special Agent | Pre-2005 | Investigated public corruption and civil rights violations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vapor Corp. (NASDAQ) | Independent Director; Audit & Compensation Committee Chair | Apr 2015–Apr 2016 | Board governance and committee leadership at public distributor/retailer of e-cigarettes . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $429,309 | $452,645 |
| Discretionary Cash Bonus | $350,000 | $490,000 (awarded Jan 6, 2025) |
| All Other Compensation (401(k) match) | $15,018 | $13,467 |
| Total Compensation | $1,631,127 | $1,902,372 |
Notes:
- Current contractual annual salary: $471,000 (effective Nov 1, 2024) .
- Target bonus percentage: not disclosed; bonuses are discretionary .
Performance Compensation
Annual Cash Bonus Design
| Item | 2023 | 2024 |
|---|---|---|
| Metric basis | Discretionary (Board-determined) | Discretionary (Board-determined) |
| Weighting | Not disclosed | Not disclosed |
| Target | Not disclosed | Not disclosed |
| Actual Performance | Not disclosed | Not disclosed |
| Payout ($) | $350,000 | $490,000 (awarded Jan 6, 2025) |
| Vesting | Cash, immediate | Cash, immediate |
Equity Awards (RSUs)
| Grant Date | Type | Shares | Grant-Date Fair Value/Share | Vesting Schedule |
|---|---|---|---|---|
| Oct 12, 2022 | RSUs | 40,000 | $16.91 | One-third annually on Nov 1, 2023/2024/2025 (13,333 each) . |
| Nov 30, 2023 | RSUs | 40,000 | $20.92 | One-third annually on Dec 1, 2024/2025/2026 (13,333 each) . |
| Nov 4, 2024 | RSUs | 31,500 | $30.04 | One-third annually on Nov 1, 2025/2026/2027 (10,500 each) . |
Vesting mechanics:
- RDVT currently does not grant stock options; equity awards are RSUs and similar instruments .
- Earlier, 2018 RSUs for executives included performance criteria (quarterly revenue > $7.0M and positive adjusted EBITDA) before time-based vesting commenced; those RSUs vested one-third annually starting July 1, 2019, subject to performance trigger .
Upcoming Vesting Schedule (potential near-term selling pressure indicator)
| Vest Date | Tranche | Shares |
|---|---|---|
| Nov 1, 2025 | 2022 grant final tranche | 13,333 |
| Nov 1, 2025 | 2024 grant first tranche | 10,500 |
| Dec 1, 2025 | 2023 grant second tranche | 13,333 |
| Nov 1, 2026 | 2024 grant second tranche | 10,500 |
| Dec 1, 2026 | 2023 grant final tranche | 13,333 |
| Nov 1, 2027 | 2024 grant final tranche | 10,500 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 321,884 shares; 2.3% of outstanding shares . |
| Shares Outstanding (Record Date) | 13,950,797 . |
| Unvested RSUs (as of 12/31/2024) | 13,333 (2022); 26,666 (2023—13,333 due 2025, 13,333 due 2026); 31,500 (2024—10,500 due 2025/2026/2027) . |
| Valuation of Unvested RSUs at $36.20 (12/31/2024 close) | $482,655 (13,333); $965,309 (26,666); $1,140,300 (31,500) . |
| Hedging/Short Sales | Prohibited for directors and executive officers under Insider Trading Policy . |
| Pledging | Not explicitly prohibited or disclosed in policy; no pledging activity disclosed . |
| Ownership Guidelines | Not disclosed. |
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract Term | Ends March 26, 2027; auto-renews for successive one-year terms unless 120 days’ prior notice; earlier termination per agreement . |
| Base Salary (current) | $471,000; 5% increase effective Nov 1, 2024 . |
| Bonus Eligibility | Discretionary cash bonuses as determined by the Board/Comp Committee . |
| Severance (No Cause / Good Reason / Successor refuses assignment) | Greater of (x) base salary for remainder of term or (y) two years of base salary; paid per payroll practices, contingent on compliance with confidentiality/noncompete/nonsolicit/nondisparagement agreement . |
| Change-of-Control / Termination Triggers | Immediate vesting of all equity awards upon: change-of-control, termination without cause, resignation for Good Reason, death, or disability . |
| Clawback Policy | Complies with SEC/NASDAQ rules; requires repayment of incentive compensation upon restatement if excess over restated results . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 53,318,000* | 60,204,000* | 75,189,000* |
| EBITDA ($) | 596,000* | 2,737,000* | 8,133,000* |
Values retrieved from S&P Global.
Additional performance context:
- Pay vs performance shows cumulative TSR values on a $100 base: $58 (2022), $50 (2023), $91 (2024) .
- “Compensation Actually Paid” (average for non-PEO NEOs including MacLachlan) was $3,196,668 in 2024 vs $1,378,563 in 2023 .
Compensation Structure Analysis
- Equity-heavy pay via multi-year RSU grants with time-based vesting; no stock options currently issued to NEOs, reducing risk of option repricing and emphasizing share ownership alignment .
- Bonuses are discretionary with no disclosed quantitative performance targets or weightings, limiting explicit pay-for-performance visibility to investors .
- Robust severance (up to 2x base salary) and single-trigger acceleration on change-of-control could incentivize deal acceptance but may weaken post-transaction retention unless retention grants are used .
- Clawback policy compliant with SEC/NASDAQ enhances downside accountability for incentive compensation tied to restated results .
Related Party Transactions and Governance Controls
- Audit Committee must review/approve related party transactions over $120,000 and ensures terms are no less favorable than third-party transactions .
- Insider Trading Policy prohibits hedging and short sales for directors and executives; pre-clearance procedures also apply .
- Option repricing without stockholder approval is prohibited under the Amended and Restated Stock Incentive Plan .
Investment Implications
- Near-term RSU deliveries across 2025–2026 create regular liquidity events (e.g., 13,333 shares due Nov 1, 2025; 13,333 due Dec 1, 2025; 10,500 due Nov 1, 2025), which can contribute to periodic insider selling pressure for tax or diversification, though hedging is prohibited .
- Alignment is supported by meaningful ownership (2.3%) and substantial unvested RSUs with explicit acceleration on change-of-control, but the single-trigger nature raises potential for retention risk post-transaction without additional retention awards .
- Discretionary bonus design with no disclosed metrics constrains pay-for-performance transparency; investors should monitor Board disclosures for any move to formulaic KPI-linked incentives (e.g., revenue growth, EBITDA, TSR) akin to historical performance criteria used in 2018 RSU grants .
- Operational execution under MacLachlan’s finance leadership coincides with multi-year revenue and EBITDA expansion (FY22–FY24), while TSR recovered in 2024; sustaining this trajectory should tighten the qualitative link between incentive outcomes and shareholder value creation (revenues/EBITDA values retrieved from S&P Global; TSR per proxy) .
* Values retrieved from S&P Global.