Benjamin Allen

About Benjamin Allen

Benjamin Allen (age 60) is an independent director of Asure Software, Inc. (ASUR) who joined the board in August 2020. He serves on the Audit Committee and the Compensation Committee, bringing prior CEO and operating experience in risk, security, and HCM services; he holds a BA in Finance from Washington State University . The board classifies him as independent under Nasdaq rules .

Past Roles

External Roles

• Current public company directorships: None disclosed in the proxy beyond ASUR .
• Education: BA in Finance, Washington State University .

Board Governance

• Independence: The board determined Allen is independent under Nasdaq rules; all committee members are independent (Audit, Compensation, Nominating/Gov) .
• Committee assignments (current):
  • Audit Committee member (Chair: W. Carl Drew; members attended all meetings) .
  • Compensation Committee member (Chair: Brad Oberwager; engaged Compensia as independent consultant in 2024; members attended all meetings) .
• Meeting cadence and attendance (CY2024):
  • Board met 7 times; no director attended fewer than 75% of board and committee meetings .
  • Audit Committee met 3 times; all members attended .
  • Compensation Committee met 2 times; members attended all meetings .
  • Nominating & Governance Committee did not meet; the full board handled its duties for 2024 .
• Lead Independent Director: Daniel Gill; role includes scheduling, agendas, and executive sessions of non-employee directors .

Fixed Compensation

Performance Compensation

• Structure observations:
  • Director equity grants are time-based RSUs; no performance conditions disclosed for director equity (unlike executive PSUs) .
  • Board expects to continue issuing annual equity to independent directors; no meeting fees are paid .

Other Directorships & Interlocks

• No other current public company boards disclosed for Allen; no interlocks disclosed with customers/suppliers tied to Allen .

Expertise & Qualifications

• CEO/operator with transaction execution experience (led WorldAware sale to GardaWorld) and prior leadership at Kroll and Marsh/MMA .
• HCM/payroll domain familiarity from Ceridian and broader HR tech exposure; finance degree (Washington State University) .
• Active service on Audit and Compensation Committees; Audit Committee oversight includes financial reporting, controls, and auditor matters .

Director Compensation (trend for Allen)

Equity Ownership

• Beneficial ownership (record date):
  • As of April 4, 2024: 48,645 shares (33,645 directly; 15,000 options exercisable within 60 days); <1% .
  • As of April 7, 2025: 55,645 shares (40,645 directly; 15,000 options exercisable within 60 days); <1% .
• Outstanding director awards at year-end:
  • As of Dec 31, 2023: 6,000 RSUs outstanding; 15,000 options outstanding (14,310 vested options across directors noted; Allen’s total options shown as 15,000) .
  • As of Dec 31, 2024: 7,000 RSUs outstanding (unvested as of year-end); 15,000 options outstanding, all vested .

Policy alignment and restrictions:

• Insider Trading Policy prohibits hedging, short sales, options trading, trading on margin or pledging company stock without advance approval; pledging is prohibited, aligning with investor-preferred practices .
• Company reports timely Section 16 filings by officers/directors for 2024 and 2023 .

Say‑on‑Pay & Shareholder Feedback (context)

• 2024 say‑on‑pay support: 72.40% “For” (advisory) .
• 2025 proxy proposes say‑on‑pay frequency vote; board recommends three-year frequency .

Risk Indicators & Red Flags (board oversight context)

• Internal control material weakness: Company disclosed a material weakness in ICFR related to ineffective design and operation of controls over program change management (10‑K Item 9A referenced in 2025 auditor transition disclosure). As an Audit Committee member, Allen is among those overseeing remediation—this is a governance watch item for audit effectiveness .
• Related-party transactions: None exceeding $120,000 involving directors/officers in 2024 (and 2023), reducing conflict risk .
• Hedging/pledging: Prohibited by policy, mitigating alignment risks .
• Attendance: No director below 75% attendance in 2024; committees reported full attendance—positive engagement signal .

Governance Assessment

• Strengths

  • Independent director serving on two key committees (Audit and Compensation), providing oversight across financial reporting and executive pay .
  • Solid engagement: No attendance shortfalls; committees met and members attended all meetings .
  • Clean related-party profile; prohibitions on hedging/pledging support shareholder alignment .
  • Clear director pay structure with modest cash retainer and time-based equity—no performance pay that could bias oversight .

• Watch items

  • Material weakness in internal controls noted in 2025 context; Audit Committee (including Allen) will be scrutinized for timely remediation effectiveness .
  • 2024 say‑on‑pay support at 72.40% is below typical large-cap averages, suggesting some shareholder skepticism regarding executive compensation; Compensation Committee (including Allen) should demonstrate responsiveness in 2025 .
  • Nominating & Governance Committee did not meet in 2024 (duties handled by full board); continued reliance on full board for ESG/nom‑gov topics should be monitored for sufficiency of focus .

Overall: Allen’s independence, relevant operating background, and dual committee roles support board effectiveness. Key near‑term governance tests include remediation of the ICFR material weakness and responsiveness to shareholder feedback on executive pay .