John Pence
About John Pence
John Pence, 54, serves as Chief Financial Officer and Corporate Secretary of Asure Software; he joined Asure as CFO in November 2020 after 30 years of leadership roles in accounting, finance, and operations at technology companies. He is a Certified Public Accountant with a BBA in Finance and Accounting from the University of Texas at Austin’s McCombs School of Business . Asure’s disclosed pay-versus-performance table indicates cumulative TSR values (base $100 at 12/31/2021) of $119.28 (2022), $121.58 (2023), and $120.18 (2024), and GAAP net losses of $14.5m (2022), $9.2m (2023), and $11.8m (2024) . 2024 internal performance against incentive targets: Total Revenue of $119.8m vs $125.0m target and Adjusted EBITDA of $22.5m vs $26.0m target, leading to a 67% of target bonus payout for named executive officers (NEOs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mobi Corp (software company) | Senior finance/operations leadership (CFO/COO roles across companies) | Feb 2010 – Dec 2017 | Finance and operations leadership at a software company |
| Beneplace LLC (HR benefits provider) | Senior finance/operations leadership (CFO/COO roles across companies) | Sep 2018 – Jan 2020 | Leadership at a leading HR benefits provider |
External Roles
No external public company board roles are described for Mr. Pence in the executive officer section of the proxy .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $370,000 | $385,000 |
| Actual Bonus Paid | $497,280 | $181,104 |
| Stock Awards (Grant-date fair value) | $817,089 | $613,002 |
| All Other Compensation | $29,700 | $31,050 |
| Total Compensation | $1,714,069 | $1,210,156 |
Performance Compensation
Annual Cash Bonus (FY 2024 Plan)
- Structure: 50% Total Revenue; 50% Adjusted EBITDA. Threshold/Target/Max schedules below .
- Results: Total Revenue $119,792,000 and Adjusted EBITDA $22,534,000, each between threshold and target; payout for Mr. Pence was 47% of base salary ($181,104), equal to 67% of target (target opportunity 70% of base) .
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Total Revenue | 50% | $112,000,000 | $125,000,000 | $138,000,000 | $119,792,000 | 67% |
| Adjusted EBITDA | 50% | $22,000,000 | $26,000,000 | $30,000,000 | $22,534,000 | 67% |
Long-Term Incentives (RSUs and PSUs)
- 2024 RSUs: Granted Jan 1, 2024; vest one-third annually over three years. Mr. Pence: 40,000 RSUs ($361,600 fair value) .
- 2024 PSUs: Granted Jan 1, 2024; metrics 50% Recurring Revenue and 50% Non-GAAP Gross Profit; convert to 0–200% of target into RSUs; following settlement, vest over three years .
- 2024 PSU outcomes: Actual Recurring Revenue $114,471,000 and Non-GAAP Gross Profit $88,160,000; payout set at 70% of target, converting Mr. Pence’s 40,000 target PSUs into 27,810 RSUs on March 6, 2025 (“Final Payment Date”), vesting one-third on the Final Payment Date and on the second and third anniversaries of the Grant Date .
| PSU Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|
| Recurring Revenue | 50% | $111,000,000 | $124,000,000 | $132,000,000 | $114,471,000 | 70% of target |
| Non-GAAP Gross Profit | 50% | $82,000,000 | $94,000,000 | $106,000,000 | $88,160,000 | 70% of target |
| 2024 Equity Grants to John Pence | Grant/Payment Dates | Target/Granted | Paid/Converted | Vesting |
|---|---|---|---|---|
| Time-based RSUs | Jan 1, 2024 | 40,000 RSUs ($361,600 FV) | — | 1/3 each anniversary over 3 years |
| PSUs (convert to RSUs) | Jan 1, 2024; paid Mar 6, 2025 | 40,000 target PSUs | 27,810 RSUs (70%) | 1/3 on Final Payment Date; 1/3 on 2nd and 3rd anniversaries |
Equity Ownership & Alignment
- Beneficial ownership (as of April 7, 2025): 301,178 shares (1.1%), including 106,178 shares held directly and 195,000 shares issuable upon vesting/exercise within 60 days .
- Anti-hedging/pledging: The Insider Trading Policy prohibits short sales, options trading, trading on margin or pledging, and hedging/monetization transactions by directors and executive officers unless advance approval is obtained . Corporate governance disclosure reiterates prohibition on pledging and hedging .
Outstanding Equity Awards at December 31, 2024 (John Pence)
| Award Type | Grant Date | Status/Unvested | Exercise/Conversion Price | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Option | 11/10/2020 | 75,000 exercisable | $6.95 | 11/10/2025 | Standard vesting (33% at 1-year, then monthly) |
| Stock Option | 05/13/2021 | 60,000 exercisable | $7.86 | 05/13/2026 | 33% at 1-year, then quarterly to 3 years |
| Stock Option | 03/16/2022 | 55,001 exercisable; 4,999 unexercisable | $6.74 | 03/16/2027 | 33% at 1-year, then monthly to 3 years |
| RSUs | 01/01/2023 | 12,500 unvested | — | — | 33% at 1-year, then quarterly to 3 years; market value $117,625 at 12/31/24 |
| RSUs | 01/01/2023 | 40,000 unvested | — | — | Time-vested; market value $376,400 at 12/31/24 |
| RSUs | 01/01/2024 | 40,000 unvested | — | — | Time-vested; market value $376,400 at 12/31/24 |
| RSUs (from PSUs) | 01/01/2024 (paid 03/06/2025) | 27,810 unvested | — | — | PSU payout 70% converted to RSUs; market value $261,692 at 12/31/24 |
Recent Insider Transactions (Form 4)
| Date | Transaction | Detail | Purpose per filing |
|---|---|---|---|
| 03/13/2025 | Disposition (F) | Shares withheld upon PSU settlement | Payment of tax liability related to PSU settlement on 03/12/2025 |
| 07/02/2025 | Disposition (F) | Shares withheld upon RSU vesting | Payment of tax liability for RSUs granted 01/01/2024 |
| 11/12/2025 (trade date 11/10/2025) | Option exercise (M) and disposition (F) | Exercised 75,000 options ($6.95); shares withheld for exercise price and taxes | Payment of exercise price and tax liability tied to 11/10/2020 option grant; standard vesting schedule noted |
Note: The above dispositions were coded “F” (shares withheld) and reflect administrative withholding for taxes or exercise costs, not open-market sales, reducing typical “selling pressure” signals [links above].
Employment Terms
- Offer letters: For NEOs (other than the CEO) establish initial base salary, discretionary bonus eligibility, benefits, and confidentiality obligations .
- Change-in-Control Severance Plan (adopted Dec 2017): If terminated without cause or resign for good reason in connection with a change in control (12 months post-CIC or within 90 days prior at acquiror request), NEOs receive 12 months base salary, pro‑rated target bonus, up to 12 months healthcare, full accelerated vesting of all outstanding equity awards, and options remain exercisable for their full term; subject to a release of claims (double-trigger) .
- Clawback policy: Nasdaq-compliant clawback for erroneously awarded incentive-based compensation upon an accounting restatement; no indemnification for recouped amounts .
- Equity plan governance: No option/SAR repricing or cash-out above fair value without stockholder approval; broad change-in-control treatment to preserve value or accelerate/settle if not assumed .
- Ownership guidelines: The proxy discloses an explicit stock ownership expectation for the CEO; no CFO-specific ownership guideline is stated. Hedging and pledging are prohibited by policy .
Compensation Structure Analysis
- Mix and positioning: Committee emphasizes equity over cash; NEO compensation (base, target cash bonus, and equity grant value) was positioned below market medians for peer sets (Sub-$200m and $200–$500m revenue tech companies), with base around the 10–20th percentile and equity grant value around the 10–25th percentile .
- Performance metrics: Annual cash bonuses tied 50/50 to Total Revenue and Adjusted EBITDA; PSUs tied 50/50 to Recurring Revenue and Non‑GAAP Gross Profit, promoting recurring model health and gross profit discipline .
- Outcomes: FY2024 bonuses paid at 67% of target; FY2024 PSUs paid at 70% of target (converted to RSUs) .
- Risk controls: Prohibitions on hedging/pledging; clawback adoption; no option repricing without shareholder approval .
Investment Implications
- Alignment and retention: Large proportion of equity (RSUs/PSUs) with multi-year vesting, coupled with anti-hedging/pledging and clawback, aligns incentives and supports retention; Mr. Pence also held 301,178 shares (1.1%) beneficially as of 4/7/2025, including 106,178 direct shares and 195,000 issuable within 60 days .
- Near-term supply/selling dynamics: 2025 Form 4s show administrative share withholdings for tax/exercise costs (codes “F”) and an option exercise ahead of the 11/10/2025 expiration, suggesting limited discretionary selling pressure around vest/expiry windows .
- Change-of-control economics: Double-trigger CIC benefits include 12 months’ salary, pro‑rated target bonus, 12 months’ healthcare, full vesting of equity, and options remaining exercisable for full term—creating potential acceleration in a sale scenario but contingent on termination conditions .
- Pay-for-performance calibration: With 2024 revenue/EBITDA slightly below targets leading to 67% bonus payout and PSU payout at 70%, the structure is responsive to performance; committee positions comp below market median, which could imply future upward pressure if talent markets tighten .