David Goldberg
About David Goldberg
David Goldberg (age 43) is an independent Class I director of Serve Robotics Inc. (SERV), serving since July 2024. He is currently Vice President at Magna International and previously served as CFO of REE Automotive Ltd. (Nasdaq: REE). The Board has designated him as an audit committee financial expert and he chairs both the Audit Committee and the Nominating & Governance Committee. Board independence was affirmatively determined by SERV’s Board, with Goldberg among four independent directors; the Board held seven meetings in FY2024, and each incumbent director except one attended at least 75% of meetings and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Serve Robotics Inc. | Consultant to the Company | Sep 18, 2023 – Mar 18, 2024 | Consulting agreement: $175,000 cash + 50,000 RSUs; contingent $125,000 on financing; RSUs vested 5/18/2024 |
| REE Automotive Ltd. (Nasdaq: REE) | Chief Financial Officer | Feb 2022 – Mar 2023 | Senior finance leadership in EV developer/manufacturer |
| Magna International | VP – Finance & Corporate Development | May 2018 – Dec 2020 | Corporate development and finance roles |
| Magna International | SVP – Corporate Development | Jan 2021 – Jan 2022 | Corporate development leadership |
| Magna International | Vice President | Current (as of proxy) | Current executive role at Magna |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magna International | Vice President | Current | Executive role; no related-party transactions with Magna disclosed |
| REE Automotive Ltd. | Former CFO | Feb 2022 – Mar 2023 | Prior public-company CFO role |
Board Governance
- Committee assignments: Audit Committee (Chair), Nominating & Governance Committee (Chair). Compensation Committee consists of Sarafan and Vincent (Goldberg is not a member).
- Audit committee financial expertise: Board determined Goldberg is an “audit committee financial expert.”
- Independence: Board determined Goldberg is independent under Nasdaq/SEC rules (CEO and COO are not independent).
- Attendance: FY2024 Board met seven times; audit committee met six; compensation met three; nominating & governance did not meet. Each incumbent director except one attended at least 75% of Board and applicable committee meetings.
- Audit Committee Report: Signed by Audit Committee (Chair David Goldberg), recommending inclusion of audited FY2024 financials in the Annual Report.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 188,225 | Includes $175,000 consulting fees and $13,225 director fees |
| Annual Board member retainer (policy) | 20,000 | Paid quarterly in arrears; policy effective Nov 26, 2024 |
| Annual committee member retainer (audit/comp/nom-gov) | 5,000 each | Paid per committee membership; policy effective Nov 26, 2024 |
| Meeting fees | — | Not disclosed in policy |
| Director compensation policy adoption | Nov 26, 2024 | Amended & Restated Outside Director Compensation Policy |
Performance Compensation
| Award Type | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Board grant) | 20,000 RSUs; grant-date fair value $175,600 | Vests in full on earlier of first anniversary of grant or next annual stockholder meeting; prorated for partial quarters; subject to continuous service; change-in-control full vesting if in service immediately prior to closing | |
| RSUs (Consulting award) | 50,000 RSUs; grant-date fair value $257,500 | Vested in full on May 18, 2024 per consulting agreement | |
| Options (Director) | — | No director option awards disclosed for Goldberg in 2024 | |
| Plan performance metrics (general) | Plan permits metrics such as revenue, EBITDA, margin, TSR, etc. | Equity plan allows performance goals, but Board RSUs under Director Policy are time-based; no performance metrics tied to director RSUs disclosed |
- Clawback: SERV adopted a Compensation Recovery Policy effective Oct 2, 2023 to recoup incentive-based compensation from executive officers upon a required restatement. Primarily applies to executive incentive pay; director RSUs under the director policy are time-based.
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction |
|---|---|---|
| None disclosed | — | — |
- Related-party context on Board: Uber/Postmates is a major related party; Vice President Sarfraz Maredia (Uber) is a SERV director; SERV has a Master Framework Agreement and large-scale deployment plans with Uber Eats. This elevates related-party risk at the board level, though no specific Goldberg-Uber linkage disclosed.
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation by Board; can read and understand fundamental financial statements.
- Industry experience: Automotive/mobility (Magna, REE) and corporate development/finance leadership.
- Education: Business Administration degree from Ivey Business School at Western University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| David Goldberg | 41,425 | * | 21,425 common shares + 20,000 RSUs vesting within 60 days of Apr 14, 2025 |
- Shares outstanding used for percentages: 57,006,809 as of Apr 14, 2025; “*” indicates less than 1%. Anti-hedging policy prohibits directors from engaging in hedging transactions on Company stock. No pledging disclosed.
Governance Assessment
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Strengths:
- Independent director with audit committee financial expert status; chairs Audit and Nominating & Governance committees.
- Demonstrated engagement via Audit Committee Report and committee leadership; attendance at least 75%.
- Director compensation framework (cash + annual RSU grants) broadly aligns with shareholder interests; change-in-control vesting limited to service-based acceleration.
- Anti-hedging policy in place, promoting alignment.
-
Concerns / RED FLAGS:
- Prior consulting relationship with SERV while later serving as director, including $175,000 cash and 50,000 RSUs; although terminated before board service, this is a potential perceived conflict and warrants monitoring of independence in oversight of related-party matters.
- Nominating & Governance Committee did not meet during FY2024; with Goldberg as sole member/chair, lack of meetings is a governance process red flag (board refreshment/education/performance evaluations may be under-addressed).
- Overall director ownership is modest (<1%), which may limit “skin-in-the-game” alignment for Goldberg absent longer-term accumulation.
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Implications for investor confidence:
- Goldberg’s finance and mobility background and audit expertise support board effectiveness in financial oversight.
- The prior consulting arrangement raises sensitivity; investors should scrutinize related-party transactions and committee rigor, especially given SERV’s significant relationships with Uber.
- Enhancing nom/gov committee activity and sustained growth in director equity ownership could improve governance optics and alignment.