Nabeel Mahmood
About Nabeel Mahmood
Independent board nominee with 25+ years leading global technology organizations across cloud, AI/ML, data centers, ERP, and cybersecurity; Director since 2017, age 47 as of the 2025 proxy, with prior interim CIO engagement at the Bank in 2022 that affects independence status for three years . Current and recent roles include Managing Director at Mahmood LLC (2014–present), CIO at Instor (2020–present), SCB Global (2021–present), Managing Director at Nomad Futurist (2021–present), and prior CEO/Director positions in data center organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Querai | President & CEO | 2019–2020 | Led technology and business transformation initiatives |
| DRT, Inc. | CEO | 2018–2019 | Executive leadership in data center technology (role added in 2024 proxy) |
| International Data Centers Authority (IDCA) | Director | 2018–2021 | Industry governance and standards involvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mahmood LLC | Managing Director, CXO & Consultant | 2014–Present | Advisory across large-scale tech transformations |
| Instor | CIO | 2020–Present | Enterprise IT leadership |
| SCB Global | Executive | 2021–Present | Unified communications and cloud |
| Nomad Futurist | Managing Director | 2021–Present | Thought leadership in data centers/technology |
- No current public-company directorships disclosed; the proxy states no director serves on boards of SEC-reporting companies .
Board Governance
- Independence: Board determined Mahmood is not independent for three years due to temporary employment as interim CIO in 2022 and a 2022 consulting agreement; exceptions to independence are Dennis R. Woods (CEO) and Mahmood .
- Committees (2024–2025): Audit Committee (Quigley–Chair, Newby, Ellithorpe); Compensation Committee (Hammack, Tkacz); Corporate Governance/Nominating Committee (Ellithorpe, Hammack, Tkacz, Westerlund). Mahmood is not listed as a member of these committees .
- Attendance: Board met nine times in 2024; all directors attended at least 75% except Jay Gill (missed four meetings) — implies Mahmood ≥75% attendance. In 2023, the Board met 11 times; no director attended less than 75% .
- Annual meeting attendance: 2024 Annual Meeting attendees disclosed were Ellithorpe, Newby, Woods; Mahmood not listed among attendees .
- Lead Independent Director: Kenneth D. Newby; independent directors held nine executive sessions in 2024 and eleven in 2023 .
Fixed Compensation
- Structure: Director fees paid 50/50 in cash and stock; monthly Board fee $1,610; Chair +$345/month; Lead Director +$230/month; meeting fees: Executive Committee $230 (excludes Woods/Newby where noted), Governance/ALCO/401(k) $288, Audit/Comp/IT/Loan $403; chair fees: Audit/Comp/Governance/IT $575; 401(k) chair $403; stock awards typically vest quarterly on specified dates .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $21,112 | $20,894 |
| Stock Awards ($) | $36,117 | $22,674 |
| Total ($) | $57,229 | $43,568 |
| Stock Award Timing | Mar 1, Jun 1, Sep 1, Dec 1, 2023 | Feb 27, Jun 25, Sep 24, Dec 17, 2024 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director performance-based elements | None disclosed; directors compensated via fixed fees and stock awards | None disclosed; directors compensated via fixed fees and stock awards |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| SEC-reporting public companies | Public | None | Proxy states no director serves on boards of SEC-reporting companies |
| IDCA | Industry/Non-profit | Director | 2018–2021 |
Expertise & Qualifications
- Technology executive with deep expertise in Big Data, Cloud, ERP, IoT, AI/ML/NLP/RPA, mobility, unified communications, security, and data centers; experienced in M&A, global expansion, and business model transformation .
Equity Ownership
| Metric | Mar 1, 2024 | Mar 1, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 11,891 | 35,598 |
| Percent of Class | 0.1% | 0.2% |
| Stock Options exercisable within 60 days | 15,000 | 15,000 |
| Non-employee director stock awards outstanding at year-end | None at 12/31/2023 | None at 12/31/2024 |
- No pledging or hedging disclosures specific to Mahmood; Company maintains an insider trading policy with blackout periods and prohibits misuse of MNPI .
Governance Assessment
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Positive signals:
- Strong technology expertise supports oversight of IT/cyber risk and digital strategy; tenure since 2017 provides continuity .
- Attendance at least 75% in 2024; 100% threshold met across Board in 2023, indicating engagement .
- No delinquent Section 16 filings reported for Mahmood in 2024–2025, suggesting compliance discipline .
- Director pay delivered partly in stock, aligning director incentives with shareholder outcomes .
-
RED FLAGS / conflict indicators:
- Independence: classified non-independent for three years due to 2022 interim CIO consulting role ($200,000 plus reimbursed expenses), creating potential related-party sensitivities and perceived conflicts on IT oversight or vendor decisions .
- Not on key gatekeeper committees (Audit, Compensation, Governance/Nominating), which limits direct influence on core governance levers; however, it also mitigates independence concerns given his 2022 engagement .
- Annual meeting attendance disclosure for 2024 did not list Mahmood among attendees, which can be viewed unfavorably by investors emphasizing public engagement, though Board meeting attendance was adequate .
Insider Filings Compliance
| Year | Late Section 16 Filings Attributed to Mahmood | Company Disclosure |
|---|---|---|
| 2024 | None reported for Mahmood | Late filings noted for Woods and Oberg only |
| 2025 | None reported for Mahmood | Late filings noted for Tkacz (one), Saunders and Yarbenet (two each) |
Related-Party Transactions
- 2022 Consulting Agreement: Mahmood engaged as Outsourced CIO; Company paid $200,000 plus travel reimbursements; Board classifies him as non-independent for three years as a result . Loans and banking relationships with directors are permitted on market terms; no Mahmood-specific lending disclosed .
Director Compensation Structure Analysis
- Year-over-year shift: Total director compensation for Mahmood declined from $57,229 in 2023 to $43,568 in 2024, driven by lower stock award value; structure remained 50/50 cash/stock .
- Equity awards to non-employee directors had no outstanding balances at year-end 2023 and 2024; no options or RSUs outstanding as of those dates (non-employee directors) .
- No performance metrics or meeting-based variable bonuses disclosed beyond the fixed fee schedule .
Committee Assignments, Chair Roles, and Engagement
- Committee memberships disclosed do not include Mahmood on Audit, Compensation, or Corporate Governance/Nominating in 2024; chair roles listed for other directors only .
- Executive sessions occurred frequently (nine in 2024; eleven in 2023) under Lead Independent Director Ken Newby, enhancing independent oversight .
Other Notes for Investors
- Board diversity disclosure highlights multi-disciplinary skills including technology, finance, and agriculture; Mahmood contributes technology depth within that matrix .
- Director nomination criteria emphasize moral/ethical standards, availability, and commitment evidenced by personal investment; Mahmood meets tenure and skills criteria .
Summary Takeaway
Mahmood brings material technology expertise and sustained board service with adequate attendance and clean filing compliance, but his 2022 consulting engagement renders him non-independent through the three-year lookback, creating a governance sensitivity for investors focused on director independence and related-party exposure. Absence from Audit/Comp/Governance committees reduces direct influence on core oversight and mitigates conflict risk, while stock-based director pay supports alignment with shareholders .