Patrick Goepel
About Patrick Goepel
Patrick Goepel, 63, has served as Asure Software’s CEO since January 1, 2010, Chairman since August 11, 2020, and director since August 2009, bringing deep HCM operating experience from Ceridian, Advantec, Fidelity HR Services, and Patersons Global Payroll . 2024 performance metrics used for incentive payouts included Total Revenue of $119,792,000 and Adjusted EBITDA of $22,534,000, resulting in annual bonus payouts at 67% of target; PSUs linked to Recurring Revenue ($114,471,000) and Non‑GAAP Gross Profit ($88,160,000) paid out at 70% of target and converted into RSUs that vest over three years . Over 2022–2024, cumulative TSR based on a fixed $100 investment was $119.28→$121.58→$120.18, while net loss fluctuated from $(14,466)k to $(9,214)k to $(11,773)k; compensation “actually paid” rose in 2022–2023 and declined in 2024, consistent with equity effects and performance outcomes . He beneficially owns 1,371,556 shares (5.0%), including 300,000 shares issuable within 60 days via options/RSUs, and exceeds CEO stock ownership guidelines by holding shares equal to ~21x annual base salary; hedging/pledging is prohibited under company policy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patersons Global Payroll | Chief Operating Officer | Prior to 2009 | Led global payroll operations; HCM domain expertise |
| Fidelity Investments Human Resource Services Division | President & CEO | 2006–2008 | Scaled HR services business; enterprise HCM leadership |
| Advantec | President & CEO | 2005–2006 | Payroll/HCM growth and leadership |
| Ceridian | EVP, Business Development & US Operations | 1994–2005 | Built sales/operations; core HCM operating experience |
| iEmployee | Board member | Prior to acquisition | Governance experience; HCM SaaS exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| APPD Investments | Director | Current | Board service; private investments |
| Clearfield, Inc. | Director | Current | Public company directorship |
| Summit Hosting Holdco, LLC | Director | Current | Hosting/IT services board role |
| SafeGuard World International, Ltd. | Director | Current | Global payroll/PEO; Asure licensee |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) | Actual Bonus % of Salary |
|---|---|---|---|---|---|
| 2024 | 450,000 | 100% | 450,000 | 302,400 | 67% |
| 2023 | 425,000 | Not disclosed | Not disclosed | 816,000 (paid in 2024 for FY2023) | Not disclosed |
Notes:
- All Other Compensation for 2024 totaled $31,050 (retirement-related contributions) .
- Company does not provide tax gross-ups/perquisites to NEOs beyond disclosed items; no perqs disclosed for Goepel .
Performance Compensation
Annual Cash Bonus (FY2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Total Revenue | 50% | $112.0M | $125.0M | $138.0M | $119.792M | 50–100% (67% blended outcome for CEO) | Paid in FY2025 |
| Adjusted EBITDA (non‑GAAP) | 50% | $22.0M | $26.0M | $30.0M | $22.534M | 50–100% (67% blended outcome for CEO) | Paid in FY2025 |
PSUs (FY2024 grant settled March 6, 2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % of Target | Conversion & Vesting |
|---|---|---|---|---|---|---|---|
| Recurring Revenue | 50% | $111.0M | $124.0M | $132.0M | $114.471M | 50–100% | Paid RSUs at 70% of target; vest 1/3 on Final Payment Date (Mar 6, 2025), then two annual tranches |
| Non‑GAAP Gross Profit | 50% | $82.0M | $94.0M | $106.0M | $88.160M | 50–100% | Same as above |
Grant/Payout details:
- RSUs granted Jan 1, 2024: 70,000 shares to Goepel; vest one‑third per year over three years .
- PSUs target Jan 1, 2024: 70,000; paid at 70% = 48,668 RSUs on Mar 6, 2025; vest 1/3 at conversion, 1/3 on Jan 2, 2026, 1/3 on Jan 2, 2027 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Patrick Goepel | 1,371,556 | 5.0% (based on 27,153,341 shares) | Includes 300,000 shares issuable (options/RSUs) within 60 days |
| Shares Outstanding (as of Apr 7, 2025) | 27,153,341 | — | Record date shares |
Unvested RSUs (as of Dec 31, 2024)
| Grant | Shares Unvested | Market Value at $9.41/share |
|---|---|---|
| 1/1/2023 RSUs | 20,832 | $196,029 |
| 1/1/2023 PSUs→RSUs (2:1 conversion) | 66,666 | $627,327 |
| 1/1/2024 RSUs | 70,000 | $658,700 |
| 1/1/2024 PSUs→RSUs (0.69525 conversion) | 48,668 | $457,966 |
Notes:
- RSU vesting schedules: annual tranches over three years from grant or conversion date, as specified .
- Market value references closing price $9.41 on 12/31/2024 .
Options Outstanding (as of Dec 31, 2024)
| Grant Date | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 6/30/2020 | 150,000 | — | $6.43 | 6/30/2025 |
| 5/13/2021 | 60,000 | — | $7.86 | 5/13/2026 |
| 3/16/2022 | 82,501 | 7,499 | $6.74 | 3/16/2027 |
Alignment policies and compliance:
- CEO stock ownership guideline: must hold one year of base wage in common stock; Goepel held at least 21× base salary as of Apr 7, 2025 (closing price $8.92) .
- Anti‑hedging and pledging: prohibited for directors/executives, including short sales, options trading, margin/pledging, and hedging/monetization transactions .
- Clawback policy adopted; recovers erroneously awarded incentive compensation upon required restatements (Nasdaq compliant) .
Insider selling pressure indicators:
- 150,000 options at $6.43 expire June 30, 2025, which may prompt exercise decisions near expiry .
- RSU vesting events: 2024 PSUs→RSUs vesting tranches on Mar 6, 2025 (conversion), Jan 2, 2026, and Jan 2, 2027; 2024 RSUs vest annually from Jan 1, 2025–2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Amended and restated Aug 2011; base salary, discretionary annual bonus eligibility, benefits; initial equity option grant |
| Severance (without cause) | Six months of base salary |
| Executive Change‑in‑Control Severance Plan (Dec 2017) | If terminated without cause or resign for good reason within 12 months post‑CIC (or 90 days pre‑CIC at buyer’s request): 12 months base salary, pro‑rated target bonus, up to 12 months health coverage, full accelerated vesting of all equity awards, options remain exercisable for full term; subject to release; CIC Plan benefits offset severance under employment agreement |
| Retirement/benefits | 401(k) plan participation; discretionary profit sharing contribution approved in Feb 2025 ($21,000 per executive officer, funded via safe harbor contribution) |
| Perqs/tax gross‑ups | Company does not provide perqs or tax gross‑ups to NEOs beyond disclosed items; Goepel’s 2024 All Other Compensation $31,050 reflects retirement contributions |
Board Governance
- Roles: Goepel is both CEO and Chairman; board mitigates dual‑role risks via a Lead Independent Director (Daniel Gill) with defined authority to set agendas, convene executive sessions, and ensure information flow; committees comprised solely of independent directors .
- Committees: Audit (Chair: W. Carl Drew; financial expert) ; Compensation (Chair: Brad Oberwager; engaged Compensia in 2024) ; Nominating & Governance (Chair: Grace Lee) .
- Meetings/attendance: Board met 7 times in 2024; no director attended fewer than 75% of meetings; none attended last year’s annual meeting .
- Director compensation: Non‑employee directors receive retainers/equity; Goepel receives no additional compensation for board service .
- Independence: Majority independent; Lead Independent Director in place to address CEO/Chairman combination oversight .
Compensation Structure Analysis
- Cash vs equity mix: Emphasizes equity; 2024 program granted significant RSUs and PSUs, with no option grants in 2024; equity grants broadly positioned near/below market medians for peers by revenue cohort .
- Performance metric design: Annual bonus tied 50/50 to Total Revenue and Adjusted EBITDA; PSUs tied 50/50 to Recurring Revenue and Non‑GAAP Gross Profit—metrics that drive enterprise value and TSR, with threshold/target/max rigor .
- Market benchmarking: Compensation Committee, advised by Compensia, found NEO compensation below median of peer sets; base salaries ~20th percentile (Sub‑200 peers) and ~10th percentile (200+ peers); equity grant values ~25th/10th percentile respectively .
- Governance protections: Clawback policy, anti‑hedging/pledging, CEO stock ownership guideline; no repricing of options without stockholder approval under plan terms .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes advisory vote on NEO compensation; board recommends “FOR” . Frequency vote recommendation is triennial (“3 YEARS”) .
Related Party Transactions and Red Flags
- No related‑party transactions exceeding $120,000 disclosed for directors/officers; review processes overseen by Audit Committee .
- Section 16(a) compliance: Company believes all filings satisfied in 2024 .
- Anti‑hedging/pledging and clawback mitigate alignment risks .
- Combined CEO/Chair structure offset by Lead Independent Director governance .
Expertise & Qualifications
- Extensive HCM operating and growth background across Ceridian, Advantec, Fidelity HR Services, Patersons; multi‑company board experience including public Clearfield, Inc. . Board‑level responsibilities as Chairman with strategic and risk oversight .
Performance & Track Record
| Year | TSR value of $100 initial investment | Net Loss (000s) | CEO Compensation Actually Paid |
|---|---|---|---|
| 2024 | $120.18 | $(11,773) | $1,867,436 |
| 2023 | $121.58 | $(9,214) | $3,548,853 |
| 2022 | $119.28 | $(14,466) | $1,339,783 |
Director Compensation (for context; Goepel excludes)
- Non‑employee director annual retainer $45,000; chair/lead independent retainers: $5,000 Audit, $5,000 Compensation, $2,500 Nominating & Governance, $5,000 Lead Independent; annual RSUs typically granted; Goepel receives no director pay .
Equity Plan and Share Reserve
- 2018 Incentive Award Plan amendment proposes +2,250,000 shares; total authorized under plan 6,600,000 plus recycling provisions; options/SARs cannot be repriced without stockholder approval .
- As of 12/31/2024: 2,406,106 securities to be issued upon exercise; weighted average exercise $8.35; 1,014,997 remaining available for future issuance .
Employment & Contracts Summary
| Item | Detail |
|---|---|
| Start as CEO | Interim CEO Sept 15, 2009; CEO Jan 1, 2010 |
| Director/Chair tenure | Director since 2009; Chairman since Aug 11, 2020 |
| CIC Plan mechanics | Single/double‑trigger structure around CIC period with accelerated vesting |
Investment Implications
- Alignment strong: 5.0% beneficial ownership and 21× salary stock holding; anti‑hedging/pledging ban and clawback bolster investor alignment .
- Near‑term supply watch: 150,000 options expiring 6/30/2025 and scheduled RSU vestings (2024 PSUs→RSUs tranches in 2025/2026/2027; 2024 RSUs annual tranches) could create incremental sell pressure depending on exercise/hold decisions .
- Pay‑for‑performance: Bonus and PSU metrics tied to revenue/EBITDA/recurring revenue/gross profit delivered mid‑range payouts (67%/70%), signaling disciplined target setting; equity mix emphasizes multi‑year vesting for retention .
- Governance balance: Combined CEO/Chair mitigated via empowered Lead Independent Director and independent committees; no option repricing without stockholder approval .
- Valuation drivers: Management focuses incentives on recurring revenue and adjusted EBITDA, which the board views as primary drivers of enterprise value and TSR; continued execution against these metrics should be monitored as signal for future pay outcomes and stock performance .
No pledging allowed and no related‑party transactions >$120k disclosed; say‑on‑pay vote scheduled with board “FOR” recommendation; frequency proposal “3 YEARS” .