I3 VERTICALS INC CLASS A (IIIV)
Sector: Information Technology
2026 Annual Meeting Analysis
I3 VERTICALS INC CLASS A · Meeting: March 3, 2026
Directors FOR
0
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
Against Analysis
As CEO and Chairman since 2018, Mr. Daily's full tenure overlaps with severe stock underperformance — IIIV lost 5.4% over three years while the technology sector ETF (XLK) gained 98.3%, a gap of over 103 percentage points, far exceeding the 30-percentage-point trigger; the 5-year record (-30.6% vs. XLK) confirms this is not a temporary dip, so no 5-year mitigant applies.
Mr. Whitson has served on the board since the company's formation in January 2018, so his full tenure overlaps with the same severe underperformance against the technology sector ETF (XLK) as described above; the 5-year track record provides no mitigant.
Ms. Courtney has served on the board since May 2018, giving her tenure full overlap with the three- and five-year underperformance periods; the stock's 103.7-percentage-point gap versus the technology sector ETF (XLK) far exceeds the policy trigger, and the poor 5-year return confirms sustained underperformance.
Mr. Harrison has served on the board since the company's formation in January 2018 and has full overlap with the multi-year underperformance period; with a 103.7-percentage-point gap versus the technology sector ETF (XLK) over three years and a deeply negative five-year return, no mitigant applies.
Mr. Jenkins joined in November 2021, more than 24 months before this meeting, so the new-director exemption does not apply; his tenure covers the full three-year underperformance window where IIIV trailed the technology sector ETF (XLK) by over 103 percentage points, and the five-year data offers no mitigant given his join date falls within that window as well.
Mr. McKenna has served on the board since the company's formation in January 2018 and his tenure fully overlaps with the three- and five-year underperformance periods; the stock's 103.7-percentage-point shortfall versus the technology sector ETF (XLK) is far above the policy threshold, and the five-year record provides no relief.
Mr. Morgan has served on the board since March 2018, giving him full overlap with the three- and five-year periods of significant underperformance versus the technology sector ETF (XLK); the 103.7-percentage-point gap exceeds the policy trigger by a wide margin, and the five-year return of -30.6% confirms this is a sustained pattern.
Mr. Wilds has served on the board since the company's formation in January 2018 and his tenure fully overlaps with the sustained underperformance versus the technology sector ETF (XLK); both the three-year and five-year returns are deeply negative in relative terms, with no mitigating factors.
For Analysis
All eight director nominees are voted AGAINST. The company has no disclosed compensation peer group, so the policy falls back to the sector ETF benchmark, XLK. IIIV's 3-year stock return of -5.4% trails XLK's 98.3% gain by 103.7 percentage points — far exceeding the 30-percentage-point trigger that applies when a company's absolute 3-year return is negative. The 5-year return of -30.6% confirms this is sustained underperformance, not a temporary dip, so the 5-year mitigant that would otherwise downgrade AGAINST votes to FOR does not apply. All directors have tenures of more than 24 months and thus are subject to the TSR trigger. No attendance, overboarding, or independence concerns were identified that independently drive the vote, but the TSR trigger alone is sufficient to warrant AGAINST votes across the full slate.
Say on Pay
✓ FORCEO
Gregory Daily
Total Comp
$351,182
Prior Support
97%%
The CEO's total compensation of $351,182 — consisting almost entirely of base salary and a small benefits contribution, with no bonus and no equity grants — is extremely modest for a technology company CEO at this market cap level and is well within benchmark. For the other named executives, cash bonuses were withheld entirely for fiscal 2025 because the company did not meet most of its performance targets, which is a proper example of pay-for-performance discipline in action. The equity awards granted to the other four executives (40,000 time-based restricted stock units each, worth approximately $1.2 million at grant) are meaningful but reasonable for their roles, and the company has a clawback policy in place consistent with Nasdaq and SEC requirements; the prior-year say-on-pay vote received 97% support, well above the 70% threshold that would require scrutiny.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,189,000
Non-Audit Fees
$2,000
Non-audit fees of $2,000 represent less than 1% of audit fees of $1,189,000, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of this size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material financial restatements were identified.
Overall Assessment
This is a three-proposal annual meeting ballot for i3 Verticals. The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes; however, all eight director nominees are voted AGAINST due to severe and sustained stock underperformance — IIIV's share price trailed the technology sector ETF (XLK) by over 103 percentage points over three years, far exceeding the policy trigger, with the five-year record confirming no recovery.