Daniel Gill
About Daniel Gill
Daniel Gill, 61, has served on Asure’s board since June 2017 and has been Lead Independent Director since August 2020. He is a founding managing partner of Silver Oak Services Partners, a services-focused private equity firm with over $1.0 billion under management; previously a founding partner/managing director at Willis Stein & Partners, after roles at CIVC (Bank of America subsidiary) and Kidder, Peabody. He holds an MBA from the University of Chicago and a BA in Economics from Bucknell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Oak Services Partners | Founding Managing Partner | 2005–present | Services-focused PE with over $1.0B AUM; extensive board advisory across portfolio |
| Willis Stein & Partners | Founding Partner & Managing Director | 1995–2005 | Co-founded firm; ~$3B AUM; strategic and financial leadership |
| CIVC (Bank of America/Continental Bank) | Investment Professional | Pre-1995 | Team precursor to Willis Stein; private equity investing |
| Kidder, Peabody & Co. | Corporate Finance | n/d | Investment banking experience |
| iSystems (acquired by Asure in 2017) | Director (prior) | n/d | Board service prior to acquisition by Asure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Silver Oak Services Partners portfolio companies | Director (over ten companies) | current | Active board member across >10 companies; previously served on 19 boards including iSystems |
Board Governance
- Independence: Board determined Gill is independent under Nasdaq rules; all committee members are independent, with Audit Committee meeting Rule 10A-3 requirements .
- Lead Independent Director: Responsibilities include agenda/scheduling input, ensuring timely board information flow, presiding over non-employee director sessions, and calling executive sessions; role instituted given combined CEO/Chair .
- Committee assignments: Gill is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees (footnotes show Audit=3, Compensation=4, Nominating=6; Gill has (2)(5)) .
- Attendance: Board met 7 times in 2024; no director attended fewer than 75% of board and applicable committee meetings . Note: “The board… requires that directors make a reasonable effort to attend the Company’s annual stockholder meeting. Last year, none of our directors were able to attend the annual meeting.” .
- Committee activity in 2024: Compensation Committee met 2 times; Audit Committee met 3 times; Nominating & Governance Committee did not meet (duties handled by the full board) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer (Base) | $45,000 | $45,000 |
| Lead Independent Director Retainer | $5,000 | $5,000 |
| Committee Chair Fees | Not applicable to Gill | Not applicable to Gill |
| Meeting Fees | None paid | None paid |
| Equity Grants (RSUs) | 6,000 RSUs granted Mar 6, 2023; vested Mar 6, 2024; grant date fair value $85,500 | 7,000 RSUs granted Jan 1, 2024; vested Jan 1, 2025; grant date fair value $63,280 |
| Options Granted | None | None |
| Total Director Compensation | $135,500 | $113,280 |
- Policy: Independent directors receive $45,000 annual retainer; Lead Independent Director $5,000; chairs receive Audit $5,000, Compensation $5,000, Nominating $2,500; board expects annual equity grants to independent directors .
Performance Compensation
- Directors do not have performance-based pay elements; RSUs for non-employee directors are time-based and vest on service schedules; no meeting fees or annual performance metrics apply to director pay .
| Performance Metric | Weight/Target | FY2024 Outcome |
|---|---|---|
| None disclosed for directors (time-based RSUs only) | n/a | n/a |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Silver Oak Services Partners portfolio (various) | Private | Board member (>10 companies) | No related-party transactions over $120,000 disclosed by Asure; review by Audit or independent committee if any occur |
| iSystems | Private (acquired) | Prior Director | Historical connection; iSystems acquired by Asure in 2017 |
- Related-party transactions: Board states no director/officer transactions exceeding $120,000; such transactions, if proposed, are reviewed/approved by Audit Committee or special independent committee under charter provisions .
Expertise & Qualifications
- Private equity leadership, strategic and financial expertise; broad board advisory experience across business, consumer, and healthcare services companies .
- Formal education: MBA (University of Chicago), BA in Economics (Bucknell) .
- Governance: Lead Independent Director; supports independent oversight, executive sessions, and board information flow .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Shares held directly/revocable trust | 128,165 | As of April 7, 2025 |
| Options exercisable (within 60 days) | 5,000 | All vested as of Dec 31, 2024 |
| RSUs outstanding (12/31/2024) | 7,000 | Granted 1/1/2024; vested 1/1/2025 |
| Total beneficial ownership | 133,165 (<1%) | As of April 7, 2025 |
| Shares pledged as collateral | None indicated | Anti-hedging/pledging policy prohibits pledging/hedging unless advance approval (and is broadly prohibited) |
| Ownership guidelines | Director-specific guidelines not disclosed | CEO guideline disclosed only |
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | Votes For | Votes Against/Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Daniel Gill | 21,048,881 | 175,357 (withheld) | — | 3,415,740 |
| Ratify Auditor (CBIZ CPAs PC) | 24,588,169 | 43,544 | 8,265 | — |
| Extend NOL Rights Agreement (to Oct 28, 2028) | 19,834,602 | 1,371,400 | 18,236 | 3,415,740 |
| Amend 2018 Incentive Award Plan (+2,250,000 shares) | 14,556,230 | 6,381,278 | 286,730 | 3,415,740 |
| Say-on-Pay (NEO Compensation) | 17,912,219 | 2,805,903 | 506,116 | 3,415,740 |
| Say-on-Pay Frequency | 3 Years: 11,368,311 | 1 Year: 8,999,340; 2 Years: 50,402 | 806,185 | 3,415,740 |
Governance Assessment
- Board effectiveness: Gill provides independent leadership as Lead Independent Director with authority to convene executive sessions and ensure robust information flow—positive for oversight . Independence affirmed by board .
- Engagement and attendance: Board met 7 times; Gill met the ≥75% attendance threshold; however, no directors attended the prior annual meeting—investors may view this as a soft engagement concern .
- Compensation alignment: Director pay is modest and equity-heavy, with annual RSUs and no performance pay or meeting fees; Lead Independent Director receives $5,000 incremental retainer, consistent with peer practices .
- Ownership and alignment: Gill holds 133,165 shares beneficially (<1%) with 5,000 vested options; anti-hedging/pledging policy supports alignment; director-specific ownership guidelines not disclosed .
- Conflicts/related-party: No related-party transactions over $120,000; approval framework in place; Gill’s broad external board roles warrant monitoring for potential interlocks, but none identified with Asure suppliers/customers .
- Shareholder support: Strong re-election support for Gill; say-on-pay passed with 84.40% support; rights plan extension and auditor ratification received high approval; equity plan amendment had lower but majority support—signals mixed tolerance for share pool increases .
RED FLAGS: None of the directors attended last year’s annual stockholder meeting, which may be viewed negatively on engagement; Nominating & Governance Committee did not meet (duties handled by full board), which may raise questions on formal governance cadence .