David D. May
Upland SoftwareAbout David D. May
David D. May, age 62, has served on Upland’s Board since March 2016 and was appointed Lead Independent Director in October 2017. He is a Vice President of Luther King Capital Management and Senior Advisor to LKCM Headwater Investments, with prior experience co-founding and managing hedge funds (Third Coast Capital Management, Ridgecrest Partners; Partner at Ardsley Partners). He holds a B.A. in Business and an M.B.A. from Texas Christian University and is a CFA charter holder, reflecting deep capital markets expertise suitable for board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Luther King Capital Management | Vice President | Current (prior VP role before hedge funds) | Portfolio manager across strategies; co-founded LKCM Mutual Funds; governance/finance acumen |
| LKCM Headwater Investments | Senior Advisor | Current | Investment oversight advisory |
| Third Coast Capital Management | Co-founder, Portfolio Manager | 2005–2013 | Long/short equity; performance investing lens |
| Ridgecrest Partners | Co-founder, Managing Partner | 1998–2003 | Hedge fund leadership; risk and governance exposure |
| Ardsley Partners | Partner | 1996–1998 | Analyst and portfolio manager; financial analysis rigor |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perficient, Inc. (Nasdaq: PRFT) | Director | 2009–2013 | Audit Committee member; Chair of Compensation Committee (pay-design expertise, governance rigor) |
Board Governance
- Independence: The Board determined Mr. May is independent under Nasdaq standards; he also qualifies as an “audit committee financial expert,” enhancing financial reporting oversight .
- Lead Independent Director: Serves since Oct 2017; presides over executive sessions, facilitates communication among independent directors, and oversees annual third-party board self-assessment—positive signal for board effectiveness .
- Committee assignments:
- Compensation Committee: Chair (designs director and executive pay; retains independent consultants) .
- Audit Committee: Member (financial reporting, internal controls, related-party transaction approval, cybersecurity oversight; met 6 times in 2024) .
- Nominating & Governance Committee: Member (ESG oversight, board composition, independence assessment; met 4 times in 2024) .
- Attendance: Board met four times in 2024; each director attended 100% of Board and relevant committee meetings—strong engagement .
- Board composition: 6 directors, 4 independent; directors regularly meet without management with LID presiding—appropriate independent oversight structure .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 30,000 | Standard for non-employee directors |
| Lead Independent Director Retainer | 20,000 | Additional role-specific fee |
| Audit Committee – Member Fee | 10,000 | Mr. May is a member (chair is $20,000) |
| Compensation Committee – Chair Fee | 12,000 | Mr. May chairs |
| Nominating & Governance – Member Fee | 2,500 | Mr. May is a member (chair is $7,500) |
| 2024 Cash Fees Earned | 74,500 | Actual fees received |
| Total 2024 Director Compensation | 130,250 | Cash $74,500 + RSUs $55,750 |
Performance Compensation
| Equity Instrument | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU Award (2024) | Nov 4, 2024 | 25,000 | 55,750 | Equal quarterly installments beginning ~3 months after vest commence; Board elected reduced 2024 grant to conserve shares |
| Unvested RSUs at 12/31/2024 | — | 12,500 | N/A | Remaining balance from annual grant |
| Options Outstanding (fully vested by 12/31/2024) | Various | 24,809 | N/A | Options held fully vested at FYE 2024 |
| Performance Metric | Applicable to Director Compensation? | Details |
|---|---|---|
| Financial/ESG performance targets | Not applicable | Non-employee director comp consists of cash retainers/fees and time-based RSUs; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
- Historical overlap with Upland CEO: Mr. May served on Perficient’s board (2009–2013) while John McDonald was Perficient CEO through 2009 and chairman until 2010, indicating prior professional familiarity but no current interlock at Upland; governance processes assess independence annually .
- Compensation Committee interlocks: None in 2024; members were independent and had no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Audit committee financial expert designation; strong financial literacy .
- Director qualification matrix: Financial literacy and audit committee financial expert boxes for Mr. May; leadership background .
- Capital markets experience: Portfolio management, fund co-founding; CFA charter holder .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 160,187 | As of 4/14/2025 record date; address c/o Upland |
| Options Exercisable within 60 Days | 24,809 | Included in beneficial ownership computation; fully vested at 12/31/2024 |
| Unvested RSUs | 6,250 | Not counted in beneficial ownership; remaining RSUs separately disclosed |
| Ownership % of Common | <1% | “Represents less than one percent.” Shares outstanding: 28,484,279 |
| Hedging/Pledging | Prohibited | Insider trading policy bans hedging/pledging for directors |
Governance Assessment
- Strengths:
- Independent Lead Director with defined responsibilities; routine executive sessions and third-party board self-evaluation—supports robust oversight .
- Deep finance background; audit financial expert; chairing Compensation Committee with independent consultant retained (Korn Ferry; lead advisor transitioned from NFP) and independence reviewed—solid pay governance .
- 100% attendance; active committee work (Audit met 6x; Comp 5x; N&G 4x)—strong engagement .
- No related-party transactions >$120,000 since Jan 1, 2024; related-party transactions are subject to Audit Committee approval under formal policies—low conflict risk .
- Director equity uses time-based RSUs; 2024 grants reduced to preserve share pool—signal of share conservation .
- Watch items / potential conflicts:
- Combined Chair/CEO structure persists; mitigated by LID role and independent majority (4 of 6) with committee independence, but concentration remains a structural consideration for investors .
- HGGC preferred stock rights provide a Series A Director (Chung) entitled to serve on each committee; while Mr. May is independent, investors should monitor influence dynamics alongside LID safeguards .
Net assessment: Mr. May’s profile suggests strong board effectiveness and alignment—independence, finance expertise, active engagement, and conservative director compensation—with low conflict risk based on disclosed policies and absence of related-party transactions .