Jeffrey Dell
About Jeffrey Dell
Jeffrey Dell, 53, is Red Violet’s Chief Information Officer (CIO) and has served in this role since the company’s formation in August 2017 and through the spin‑off. His background spans senior information security and data analytics roles: CIO at Fluent (2016–2017), VP Information Security at Fluent (2015–2016), Founder/CEO of Endurance Tracker (2012–2015), Lead Architect at Tripwire (2009–2012), Chief Information Security Officer (CISO) at TLO (2008–2009), Founder/CEO of Activeworx (2003–2009), and CISO at Seisint (2001–2003) . Company performance during recent years shows revenue growth from $53.3M (FY22) to $75.2M (FY24) and EBITDA expansion to ~$8.13M in FY24*, reflecting business scaling that aligns with Dell’s data‑security and platform responsibilities [Values retrieved from S&P Global].
Red Violet performance (context for tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $53.318M | $60.204M | $75.189M |
| EBITDA ($USD) | $0.596M | $2.737M* | $8.133M* |
- Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Violet | Chief Information Officer | Aug 2017–present | Leads enterprise information security, data infrastructure, and product platform through spin‑off and scaling |
| Fluent | CIO (Interim CIO prior) | Jun 2016–Sep 2017 | Oversaw information security and IT transformation pre‑spin |
| Fluent | VP, Information Security | Jul 2015–May 2016 | Built security posture and controls for data‑driven operations |
| Endurance Tracker, Inc. | Founder & CEO | Jun 2012–Jun 2015 | Created sports‑based data analytics solution; early stage product leadership |
| Tripwire, Inc. | Lead Architect | Aug 2009–May 2012 | Architected security solutions; core engineering leadership |
| TLO | Chief Information Security Officer | Oct 2008–Aug 2009 | Led enterprise infosec for data‑fusion business |
| Activeworx, Inc. | Founder & CEO | Sep 2003–Aug 2009 | Built information security analytics company; entrepreneurial scaling |
| Seisint, Inc. | Chief Information Security Officer | Jan 2001–Aug 2003 | Headed infosec at leading data fusion provider |
External Roles
- No external public‑company board roles disclosed for Dell in the proxy filings reviewed .
Fixed Compensation
- Dell is an executive officer (CIO) but is not listed as a Named Executive Officer (NEO) in the Summary Compensation Tables; base salary, target bonus %, and actual annual bonus are not itemized for him in the proxies reviewed .
Performance Compensation
Dell’s equity incentives are time‑based RSUs with scheduled vesting; no performance‑conditioned PSUs or option awards are disclosed for him, implying low direct linkage to financial/TSR metrics.
RSU Vesting Schedule (Unvested as of record date)
| Grant Cohort | Unvested RSUs | Vesting Dates | Notes |
|---|---|---|---|
| 2021 Time‑based | 10,000 | Nov 1, 2025 | Remaining tranche from 2021 time‑based award |
| 2022 Time‑based | 20,000 | 10,000 on Dec 1, 2025; 10,000 on Dec 1, 2026 | Time‑based RSUs (Dell’s allocation) |
| 2023 Time‑based | 23,625 | One‑third annually on Nov 1, 2025, Nov 1, 2026, Nov 1, 2027 | Time‑based RSUs |
The proxy explicitly describes Dell’s prior unvested RSUs in 2024 as subject to the company’s 2021/2022/2023 “Time‑Based Vesting Requirement,” confirming a service‑based vesting structure rather than metric‑based PSUs .
Award mechanics and clawback (plan terms)
- RSUs generally forfeit upon termination unless otherwise provided; committee may accelerate vesting post‑termination in its discretion .
- RSU share delivery typically occurs no later than March 15 following the year of vest (Section 409A RSU Payment Date) unless deferred .
- Awards are subject to the Red Violet Clawback Policy; recovery applies to equity‑based incentive comp for current/former officers upon financial restatement .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Common shares beneficially owned | 118,010 | 124,343 |
| % of shares outstanding | <1% | <1% (based on 13,950,797 shares outstanding) |
| Unvested RSUs excluded from beneficial count | 8,333 (2021 TBV), 20,000 (2022 TBV), 30,000 (2023 TBV) | 10,000 (vest 11/1/25), 20,000 (vest 12/1/25 & 12/1/26), 23,625 (vest 11/1/25, 11/1/26, 11/1/27) |
Alignment and restrictions:
- Anti‑hedging policy: Executives are prohibited from hedging (options, puts/calls, derivatives) and short‑selling company stock; pre‑clearance required for certain transactions .
- Pledging: No explicit pledging policy disclosure in the cited proxies; no pledges disclosed for Dell .
- Ownership guidelines: No executive stock ownership guidelines disclosed in the cited sections for Dell .
- RSU delivery timing subject to 409A; dividend equivalents may be provided on vested RSUs if specified .
Employment Terms
- Individual employment agreement terms, severance multiples, and change‑of‑control provisions are disclosed for CEO/President/CFO but not for the CIO; Dell’s specific severance and double/single‑trigger treatment are not disclosed in the proxies reviewed .
- Plan‑level Change‑in‑Control: Committee may accelerate, cash‑out, assume, or terminate awards on a case‑by‑case basis upon a Change in Control .
- Forfeiture: Unvested RSUs generally forfeit on termination absent committee discretion to vest .
- Clawback: Company‑wide clawback policy applies to officers under SEC/Nasdaq rules .
Say‑on‑Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| 2024 Say‑on‑Pay approval | 11,346,696 | 155,188 | 1,530 | 1,418,568 |
| 2024 Frequency (One‑year) | 9,786,293 | 373,115 (Two years) | 62,442 (Three years) | 1,418,567 |
Compensation Structure Analysis
- Shift toward time‑based RSUs for Dell, with multi‑year service vesting, indicates retention focus rather than explicit pay‑for‑performance linkage (no PSUs or metric‑weighted vesting disclosed) .
- Company‑wide clawback and anti‑hedging strengthen governance and alignment, but absence of disclosed pledging policy and ownership guidelines for executives is a transparency gap .
Risk Indicators & Red Flags
- Hedging prohibited; mitigates misalignment risks from derivatives .
- Clawback in place; supports recovery in case of restatements .
- No disclosed pledging of shares by Dell; reduces collateral‑driven selling risk .
- No disclosed severance/change‑of‑control terms for CIO; retention economics not transparent compared to CEO/President/CFO .
Investment Implications
- Upcoming RSU vesting tranches for Dell (10k on Nov 1, 2025; 10k/10k on Dec 1, 2025/2026; 23,625 over Nov 2025–Nov 2027) create predictable supply and potential insider selling pressure windows; monitor Form 4 filings around those dates .
- Time‑based RSU structure favors retention but reduces direct performance linkage; if future awards shift to PSUs tied to revenue/EBITDA/TSR, alignment would strengthen .
- Beneficial ownership remains <1%, limiting personal economic exposure; governance protections (anti‑hedging, clawback) are positive, but lack of pledging policy disclosure and ownership guidelines is a mild governance gap .
- Company fundamentals have improved (Revenue +41% FY22→FY24; EBITDA inflecting)*, which, coupled with Dell’s long‑tenured infosec/data leadership, lowers execution risk; still, absent disclosed CIO severance terms, retention economics are less visible than for other NEOs [Values retrieved from S&P Global] .
Focus near‑term on monitoring RSU vesting calendars for potential insider supply, confirm any deferrals, and track governance disclosures for ownership guidelines and pledging policy updates in future proxies .