Bjorn Reynolds
About Bjorn Reynolds
Bjorn Reynolds (49) is an independent director of Asure Software, Inc. and has served on the board since 2020. He is the founder and Chief Executive Officer of SafeGuard World International, Ltd., a global payroll services and PEO provider and a licensee of Asure’s HCM software; prior roles include director of sales and marketing at Ceridian (2000–2005) and branch manager at HFC Bank (1997–2000). Recognitions include EY Entrepreneur of the Year 2018 nominee, Payroll World’s Top 50 Most Influential People in Payroll (2016), and Workforce Management’s “Game Changer” award (2012). The board has determined Mr. Reynolds is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SafeGuard World International, Ltd. | Founder & CEO | Jan 2006–present | Industry leadership in global payroll; SGWI is a licensee of Asure HCM software |
| Ceridian | Director of Sales & Marketing | 2000–2005 | Human capital management commercial leadership |
| HFC Bank (HSBC Group) | Branch Manager | 1997–2000 | Retail banking operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SafeGuard World International, Ltd. | CEO | Jan 2006–present | SGWI is a licensee of Asure HCM software |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Governance Committee member .
- Independence: Determined independent by the board (Nasdaq standards) .
- Audit engagement: Signatory on the 2024 Audit Committee Report (members: Drew—Chair, Allen, Reynolds) .
- Meetings and attendance: Board met 7 times in 2024; no director attended fewer than 75% of board and applicable committee meetings .
- Leadership context: Lead Independent Director is Daniel Gill; lead role responsibilities include executive sessions of non-employee directors .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $45,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Chairs receive additional fees; Reynolds is not a chair (Audit Chair: Drew; Comp Chair: Oberwager; N&G Chair: Lee) |
| Meeting fees | $0 | No attendance-based fees |
| 2024 cash paid (reported) | $45,000 | As disclosed in Non-Employee Director Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| RSU | Jan 1, 2024 | 7,000 | $63,280 | Vested on Jan 1, 2025 (RSUs were unvested as of Dec 31, 2024) |
- Policy context: Board expects annual equity grants to independent directors; non-employee director policy does not provide for stock options but legacy options may be outstanding .
Other Directorships & Interlocks
| Entity | Position | Interlock/Transaction | Governance Note |
|---|---|---|---|
| SafeGuard World International, Ltd. | CEO | SGWI is a licensee of Asure’s HCM software | Potential related-party exposure; board discloses no director/officer transactions >$120,000 in the period and audit/special committee reviews related party transactions |
| SafeGuard World International, Ltd. | — | ASUR CEO Patrick Goepel serves on SGWI’s board | Board interlock between ASUR and SGWI (heightens monitoring need) |
Expertise & Qualifications
- Global payroll/HCM domain expertise; deep operating experience leading SGWI since 2006 .
- Commercial leadership at Ceridian; prior financial services management at HFC (HSBC) .
- Industry recognition: EY Entrepreneur of the Year nominee (2018); Payroll World Top 50 (2016); Workforce Management “Game Changer” (2012) .
Equity Ownership
| Component | Amount | Status | Notes |
|---|---|---|---|
| Beneficial ownership (Apr 7, 2025) | 29,275 shares | <1% of outstanding (*) | 23,444 shares held directly; 5,831 shares issuable upon exercise of options within 60 days |
| RSUs outstanding (Dec 31, 2024) | 7,000 units | Unvested at year-end; vested Jan 1, 2025 | Director RSU grant for 2024 cohort |
| Options outstanding (Dec 31, 2024) | 5,831 shares | All options vested as of year-end | Legacy director options; strike and expiration not disclosed in proxy tables |
- Anti-hedging/pledging: Directors are prohibited from short sales, options trading, trading on margin or pledging; hedging/monetization transactions prohibited (subject to limited approval process) .
Governance Assessment
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Strengths:
- Independence affirmed; active Audit Committee participation and signatory status signal engagement with financial oversight .
- Solid attendance (≥75%) and established governance structures (lead independent director, independent committees) support board effectiveness .
- Transparent director pay structure with modest cash retainer ($45k) and time-based RSUs; no meeting fees reduces per-meeting incentives .
-
Potential conflicts and monitoring needs:
- SGWI licensee relationship with Asure and the CEO’s service on SGWI’s board create interlocks; while no related-party transactions >$120,000 were reported and audit processes are in place, ongoing scrutiny of contractual terms is warranted (RED FLAG: related-party exposure/interlock) .
- Directors did not attend the prior annual meeting, though overall meeting attendance thresholds were met; investor relations optics may be impacted .
-
Pay alignment:
- Director compensation mix is balanced (cash retainer plus annual RSUs), with no performance-based metrics for directors—consistent with market practice; chairs receive modest additional retainers, which Reynolds does not receive .
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Policy safeguards:
- Strict anti-hedging and pledging policy strengthens alignment; related-party transaction review protocol disclosed; executive clawback policy exists (for executives, not directors) .
RED FLAGS: Board interlock with SGWI and license relationship; ensure continued disclosure of transaction amounts/terms and independent review to protect investor confidence .