UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2025, Peter Benz, a member of the Board of Directors (the “Board”) of Red Violet, Inc. (the “Company”) resigned effective March 4, 2025 from the Board and its committees to pursue other business commitments. Mr. Benz’s departure from the Board is not due to any disagreement related to the Company’s operations, financial statements, internal controls, auditors, policies or practices.
On March 4, 2025, the Company’s Board appointed Greg Strakosch to the Board, effective immediately to fill the vacancy created by Mr. Benz’s resignation. Mr. Strakosch was appointed to serve until the 2025 annual meeting of stockholders.
Greg Strakosch, 62, served as Executive Chairman of TechTarget, Inc. (“TechTarget”), a marketing and sales services digital media company, from May 2016 through his retirement in December 2024 in connection with TechTarget’s sale to Informa Tech. Previously, he served as TechTarget Chief Executive Officer from its incorporation in September 1999 to May 2016 and as its Chairman from 2007 to May 2016. Prior to co-founding TechTarget, Mr. Strakosch was the President of the Technology Division of UCG, a business information publisher. Mr. Strakosch joined UCG in 1992 when it acquired Reliability Ratings, an information technology publishing company that he founded in 1989. Before Reliability Ratings, Mr. Strakosch spent six years at EMC Corporation, a provider of enterprise information storage systems. Mr. Strakosch holds a B.A. from Boston College.
The Board has determined that Mr. Strakosch is independent in accordance with the Company’s corporate governance guidelines and applicable requirements of The NASDAQ Stock Market and the Securities and Exchange Commission. Mr. Strakosch is not a party to any transaction involving the Company required to be disclosed under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Strakosch and any other person pursuant to which he was selected as a director.
In connection with his service to the Board, Mr. Strakosch will receive annual cash compensation of $25,000, payable in quarterly installments, and an initial equity grant of restricted stock units with an approximate value of $75,000, vesting one-third of the award on each of March 1, 2026, March 1, 2027 and March 1, 2028.
On March 4, 2025, the Board appointed Lisa Stanton, a current member of the Board’s Audit Committee, to serve as Audit Committee Chair replacing Mr. Benz, and determined that Ms. Stanton is an audit committee financial expert as defined in Item 407 of Regulation S-K. Also on March 4, 2025, the Board appointed William Livek, a current independent member of the Board, to serve as a member of the Company’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee to replace Mr. Benz. Mr. Strakosch was not appointed to serve on a Board committee.
On March 4, 2025, the Company issued a press release announcing the appointment of Mr. Strakosch as a director. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release, dated March 5, 2025
104 Cover page Interactive Data File (embedded within the inline XBRL file).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
March 5, 2025 |
By: |
/s/ Derek Dubner |
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Chief Executive Officer (Principal Executive Officer) |
Exhibit 99.1
red violet Announces Appointment of Greg Strakosch to Board of Directors
BOCA RATON, Fla. – March 5, 2025 – Red Violet, Inc. (NASDAQ: RDVT), a leading analytics and information solutions provider, today announced the appointment of Greg Strakosch to the red violet Board of Directors, effective March 4, 2025.
"We are thrilled to welcome Greg to our Board of Directors," said Derek Dubner, Chairman and CEO of red violet. "His proven track record in scaling technology businesses and deep understanding of market dynamics will be invaluable as we continue to drive our growth and expand our market presence."
Mr. Strakosch's extensive knowledge and expertise encompasses capital markets, public company management, mergers and acquisitions, operations, and governance. As the founder and CEO of two successful startups, including TechTarget (NASDAQ: TTGT), Mr. Strakosch has demonstrated exceptional leadership in guiding companies from inception to substantial growth. Prior to founding TechTarget, Mr. Strakosch was the President of the Technology Division of UCG. He joined UCG when the company acquired Reliability Ratings, a successful IT publishing and research company, which he founded. Before founding Reliability Ratings, Mr. Strakosch worked at EMC Corporation, which he joined when the company had $18 million in revenues. He was there for EMC’s IPO and held various executive roles including opening the first office in Silicon Valley and successfully launching the company’s first mainframe product. Mr. Strakosch graduated from Boston College, where he serves on the Board of Regents. Mr. Strakosch serves on the Board of Governors at Fairfield Prep, is on the Board of Trustees at Cristo Rey Boston High School, serves on the Board of Trustees at Melmark, a human services provider for individuals with developmental disabilities, and serves on the Board of Habitat for Humanity of Collier County.
"I am honored to join red violet's Board of Directors," said Greg Strakosch. "The company's impressive growth trajectory and dedication to leveraging its differentiated technology and solutions for its business expansion resonate deeply with my professional experiences. I am eager to collaborate with the team to further accelerate red violet's market presence and success."
This appointment reflects red violet's dedication to strengthening its leadership team with seasoned professionals who can drive strategic initiatives and enhance shareholder value.
About red violet®
At red violet, we build proprietary technologies and apply analytical capabilities to deliver identity intelligence. Our technology powers critical solutions, which empower organizations to operate with confidence. Our solutions enable the real-time identification and location of people, businesses, assets and their interrelationships. These solutions are used for purposes including risk mitigation, due diligence, fraud detection and prevention, regulatory compliance, and customer acquisition. Our intelligent platform, CORE™, is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. Our solutions are used today to enable frictionless commerce, to ensure safety, and to reduce fraud and the concomitant expense borne by society. For more information, please visit www.redviolet.com.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements," as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipate," "believes," "should," "intends," "estimates," and other words of similar meaning. Such forward looking statements are subject to risks and uncertainties that are often difficult to predict, are beyond our control and which may cause results to differ materially from expectations, including whether Greg Strakosch’s proven track record in scaling technology businesses and deep understanding of market dynamics will be invaluable as the Company continues to drive growth and expand its market presence. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed above together with the additional factors under the heading "Forward-Looking Statements" and "Risk Factors" in red violet's Form 10-K for the year ended December 31, 2024 filed on February 27, 2025, as may be supplemented or amended by the Company's other SEC filings. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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Company Contact:
Camilo Ramirez
Red Violet, Inc.
561-757-4500
[email protected]
Investor Relations Contacts:
Steven Hooser
Three Part Advisors
214-872-2710
[email protected]
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