Business Context and Reporting Period
This Form 8-K filing by i3 Verticals, Inc. (Nasdaq: IIIV) reports a corporate governance event dated November 16, 2021, with the report filed on November 19, 2021. The Company is an emerging growth company incorporated in Delaware.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on board composition and director compensation.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to nine directors.
- New Appointment: Decosta E. Jenkins was appointed as a new director, effective the day following the filing of the Company's 2021 10-K.
- Committee Assignment: Mr. Jenkins will join the Audit Committee upon appointment.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding business operations. It details the background of the new director, Mr. Jenkins, who is a Certified Public Accountant and the President and CEO of Nashville Electric Service (NES) since 2004. He previously served as CFO for the Electric Power Board and spent eleven years in the audit department at Deloitte LLP.
Compensatory Arrangements:
- Equity: An annual equity grant of options valued at a pro-rata portion of $115,000 (from appointment date to June 30, 2022), fully vesting after one year.
- Cash Retainer: An annual cash retainer of a pro-rata portion of $40,000 (from appointment date to June 30, 2022), paid quarterly.
- Expenses: Full reimbursement for board-related travel and other expenses.
Investor Verification Checklist
- Verify the exact "Appointment Date" once the 2021 Form 10-K is filed to confirm the start of Mr. Jenkins' term.
- Review the Company's 2018 Equity Incentive Plan to understand the specific terms of the option grants.
- Confirm the pro-rata calculation for the $115,000 equity grant and $40,000 cash retainer based on the actual appointment date.
- Check for any subsequent filings regarding the 2022 annual meeting of stockholders where Mr. Jenkins' term will be subject to election.