Derek Dubner
About Derek Dubner
Derek Dubner is Chief Executive Officer and Chairman of Red Violet, Inc. He has served as CEO and director since the company’s formation in August 2017, became Interim Chairman in September 2018, and Chairman in April 2020; he is 53 as of the 2025 proxy . Under his tenure, RDVT delivered record Q3 2025 results: revenue $23.1M (+21% YoY), adjusted EBITDA $9.0M (39% margin), adjusted net income $5.8M, and free cash flow $7.3M, with Rule of 40 at 60% and strong customer growth, indicating durable execution and scalable unit economics . Pay-versus-performance disclosures show cumulative TSR value of $91 for 2024 and net income of $7.003M, highlighting improved shareholder returns year-over-year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Violet, Inc. | CEO; Director; Interim Chairman (2018); Chairman (2020) | 2017–present | Led spin-out lineage and platform scaling; board leadership consolidated under CEO/Chair dual role . |
| Fluent, Inc. | CEO; previously Co-CEO | 2015–2018 | CEO during spin-off of red violet in March 2018, establishing RDVT’s independent identity and strategy . |
| IDI Holdings, LLC / Interactive Data, LLC | CEO | Oct 2014–present | Built acquisition and technology asset platform foundational to RDVT’s data products . |
| TransUnion Risk & Alternative Data Solutions (TRADS) | General Counsel | Dec 2013–Jun 2014 | Legal leadership in data/analytics operations . |
| TLO, LLC | General Counsel & Secretary | 2009–2013 | Governance and legal oversight for an information solutions provider, building sector expertise . |
External Roles
- No other public company directorships for Mr. Dubner are disclosed in the proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $459,394 | $484,366 | $504,000 (current per employment agreement; 5% raise effective Nov 1, 2024) |
| Annual Cash Bonus ($) | $350,000 | $490,000 | $490,000 (awarded Jan 6, 2025) |
Notes: Bonuses are discretionary, reflecting contributions to financial and operational success; no target bonus % is disclosed .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value/Share | Vesting | Metric, Weighting, Payout |
|---|---|---|---|---|---|
| RSUs (time-based) | Oct 12, 2022 | 40,000 | $16.91 | One-third annually on Nov 1, 2023; Nov 1, 2024; Nov 1, 2025 | Time-based only; no performance metric disclosed . |
| RSUs (time-based) | Nov 30, 2023 | 40,000 | $20.92 | One-third annually on Dec 1, 2024; Dec 1, 2025; Dec 1, 2026 | Time-based only; no performance metric disclosed . |
| RSUs (time-based) | Nov 4, 2024 | 31,500 | $30.04 | One-third annually on Nov 1, 2025; Nov 1, 2026; Nov 1, 2027 | Time-based only; no performance metric disclosed . |
Pay vs Performance (PEO)
| Year | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | TSR Value of $100 | Net Income ($) |
|---|---|---|---|---|
| 2022 | $1,459,026 | $(992,191) | 58 | $616,000 |
| 2023 | $1,663,769 | $1,411,205 | 50 | $13,529,000 |
| 2024 | $1,934,426 | $3,228,722 | 91 | $7,003,000 |
Program design notes:
- Company states it does not currently grant stock options; all NEO equity awards are RSUs, with grants approved by the Compensation Committee; no timing around MNPI .
- A SEC/Nasdaq-compliant Clawback Policy applies to cash and equity incentive compensation in the event of a restatement .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 518,880 shares; 3.7% of outstanding as of April 14, 2025 . |
| Unvested RSUs Outstanding | 13,333 (2022 grant); 26,666 (2023 grant); 31,500 (2024 grant) . |
| Upcoming Vesting Cadence | 13,333 on Nov 1, 2025; 13,333 on Dec 1, 2025; 13,333 on Dec 1, 2026 (2023 grant); 10,500 each on Nov 1, 2025, 2026, 2027 (2024 grant) . |
| Hedging/Shorting Policy | Executives and directors prohibited from hedging and short sales; preclearance procedures required . |
| Pledging | No pledging disclosure; policy notes hedging/shorting prohibitions . |
| Options | None; company does not currently grant options . |
Implication: Significant scheduled RSU vesting through 2027 may create periodic supply; mitigants include preclearance and blackout policies, and active buybacks ($30M authorization; $18.9M remaining as of Nov 3, 2025) .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement Term | Ends March 26, 2027; auto-renewal for successive one-year terms unless 120 days’ notice before expiration . |
| Base Salary | $504,000 current; 5% raise effective Nov 1, 2024 . |
| Bonus Eligibility | Discretionary cash bonuses commensurate with position (e.g., $490,000 awarded Jan 6, 2025) . |
| Equity Eligibility | RSU grants under the Stock Incentive Plan at Committee’s discretion . |
| Severance (No Cause / Good Reason) | Greater of base salary for remainder of term or two years of base salary, paid per payroll practices, subject to compliance with confidentiality/non-compete obligations . |
| Change-of-Control & Acceleration | All equity awards vest immediately upon (i) Change of Control, (ii) termination without cause, (iii) Good Reason resignation, or (iv) death/disability (single-trigger acceleration on CoC) . |
| Clawback | Company-wide Clawback Policy for incentive compensation tied to restatements . |
| Non-Compete / Non-Solicit | Agreements referenced (Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation, Nondisparagement); durations/scope not detailed in proxy . |
Board Governance
- Board service: Dubner has been a director since 2017, Interim Chairman since Sept 2018, and Chairman since April 2020; he is not independent under Nasdaq rules .
- Board structure: Company has no Lead Independent Director; all three standing committees are chaired by independent directors: Audit (Lisa Stanton, Chair), Compensation (Steven Rubin, Chair), Corporate Governance & Nominating (Steven Rubin, Chair); committee membership fully independent .
- Meetings/Attendance: In 2024, the Board held eight meetings; all directors attended at least 75% of Board and committee meetings .
Dual-role implications:
- CEO + Chairman concentrates authority; mitigated by independent committee leadership and majority-independent board; absence of a formal Lead Independent Director may be viewed as a governance gap from some investors’ perspectives .
Compensation Structure Analysis
- Mix shift: Cash compensation increased (salary +5% in late 2024; discretionary bonus up to $490k in 2024/2025), while equity remains primarily time-based RSUs (no options), reducing performance contingency versus PSUs .
- Pay-for-performance: 2024 “compensation actually paid” for the CEO rose alongside improved TSR (91) and net income $7.0M, indicating positive alignment in the most recent year though prior-year CAP was negative amidst equity valuation changes .
- Change-of-control terms: Single-trigger equity acceleration upon CoC is a shareholder-sensitive term; many investors prefer double-trigger; severance multiple effectively up to ~2 years base salary or remainder of term .
- Clawback and anti-hedging policies strengthen alignment and risk controls for incentive pay .
Director Compensation (Board Service)
- Non-employee director policy: Annual cash retainer $25,000 and RSU grants (~$75,000 on joining; plus committee-based RSUs); multi-year vesting and additional awards for chairs/members; Mr. Dubner, as an employee director, is not listed in non-employee director comp .
- Recent director RSU grants and vesting schedules are detailed (e.g., Nov 4, 2024 awards to Rubin, Benz, Stanton, Livek; March 4, 2025 grant to Strakosch) .
Performance & Track Record
- Operating metrics: Q3 2025 delivered record revenue ($23.1M), adjusted gross margin (84%), adjusted EBITDA ($9.0M; 39%), adjusted EPS $0.39, and FCF $7.3M; gross revenue retention 96% and contractual revenue 75% reflect durable cohort quality .
- Capital allocation: Special cash dividend of $0.30/share in Dec 2024 (~$4.2M aggregate), and buyback authorization increased to $30M with $18.9M remaining as of Nov 3, 2025; 553,921 shares repurchased to date at ~$20 weighted average .
- Strategic expansion: Wins in public sector (e.g., large state toll authority) and background screening (multi-year contract with a large payroll processor) signal pipeline maturation in enterprise verticals .
Risk Indicators & Red Flags
- Governance: CEO + Chairman without a Lead Independent Director .
- Parachute terms: Single-trigger CoC equity acceleration .
- Equity timing pressure: Material RSU vesting dates through 2027 may create selling windows; policy protections exist .
- Options repricing: Prohibited under the plan without shareholder approval, reducing repricing risk .
Equity Plan & Incentives Context
- 2018 Plan amended and restated in 2025 to increase shares available to 7.5M and extend grant horizon to 2035; awards include RSUs, options, SARs, performance shares/units; repricing restrictions and change-in-control provisions defined .
Investment Implications
- Alignment: Strong recent pay-performance linkage (2024), sizable personal ownership (3.7%), anti-hedging/clawback policies, and multi-year RSU vesting support alignment; continued discretionary cash bonuses should be monitored for performance rigor .
- Retention risk: Employment term through 2027 with severance protection and auto-renewal lowers near-term retention risk; enterprise wins suggest increased strategic value of leadership continuity .
- Trading signals: Ongoing buybacks ($18.9M remaining) provide market support; upcoming RSU vestings on Nov 1/Dec 1 each year could create episodic insider liquidity needs; special dividend underscores cash generation and disciplined capital allocation .
- Governance watch items: Single-trigger CoC and absence of a Lead Independent Director may draw governance scrutiny, though independent committee leadership partially mitigates this .