Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2021, the Board of Directors (the "Board") of i3 Verticals, Inc.
(the "Company") approved an increase in the size of the Board from eight to nine
directors and, upon the recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Decosta E. Jenkins as a new
director, effective the day following the filing of the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 2021 (the "Appointment
Date"). Upon his appointment, Mr. Jenkins will join the Audit Committee of the
Board. He will serve as a director of the Company until the Company's 2022
annual meeting of stockholders and until his successor is duly elected and
qualified or until his earlier death, resignation, disqualification or removal.
Mr. Jenkins is a Certified Public Accountant and President and Chief Executive
Officer of Nashville Electric Service ("NES"), a position he has held since
2004. Prior to his promotion, he was the Senior Vice President and Chief
Financial Officer and Secretary/Treasurer to the Electric Power Board. Before
joining NES, Mr. Jenkins worked for eleven years with Deloitte LLP, where he
worked in the audit department with both public and private entities. During his
time at Deloitte, he assisted companies in accounting and auditing matters,
mergers and acquisitions and filings with the Securities and Exchange
Commission. Mr. Jenkins serves on the Board of Directors of Pinnacle Financial
Partners, Inc. (Nasdaq: PNFP) and serves on the company's Community Affairs
Committee and Trust Committee. He also serves on the University of Tennessee
Board of Trustees and the university's Audit and Compliance Committee. He is a
former member of the Board of Directors of Truxton Trust Company, where he
chaired the company's Audit Committee. Mr. Jenkins is a graduate of the
University of Tennessee with a Bachelor of Science in Accounting. He also has an
Associates of Science Degree in Electrical Engineering Technology from Penn
Foster College.
Mr. Jenkins will be compensated in accordance with the Company's compensation
program for non-employee directors, which includes an annual equity grant of
options to purchase Class A shares of the Company equal in value to a pro rata
portion of $115,000 (pro-rated from the Appointment Date to June 30, 2022), as
determined using the Black-Scholes valuation methodology. All of the foregoing
option grants are, subject to the Company's 2018 Equity Incentive Plan,
service-based and fully vest within one year (i.e., one year cliff vest).
Further, in addition to full reimbursement for his board-related travel and
other expenses, Mr. Jenkins will receive an annual cash retainer equal to a pro
rata portion of $40,000 (pro-rated from the Appointment Date to June 30, 2022),
paid in quarterly installments, for serving as a member of the Board. Mr.
Jenkins will also enter into an indemnification agreement with the Company, in
substantially the same form as the Company has entered into with each of the
Company's existing directors and as previously filed with the Securities and
Exchange Commission.
Mr. Jenkins is not a party to any arrangement or understanding with any person
pursuant to which he was elected a director of the Company. There are no family
relationships between Mr. Jenkins and any director, executive officer, or any
person nominated or chosen by the Company to become a director or executive
officer. Mr. Jenkins is not a party to any transaction requiring disclosure
pursuant to Item 404(a) of Regulation S-K.

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