W. Carl Drew
About W. Carl Drew
Independent director (since April 2020) and Audit Committee Chair at Asure Software. Age 65 (2025), with a CPA background and extensive CFO experience across private and public companies; designated as the board’s “audit committee financial expert.” Retired in 2023 from Harvard Maintenance after serving as President, COO, and CFO; previously CFO at CompuPay, Interval International, and Pollo Tropical; began career as a CPA at Ernst & Young .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Maintenance | President, COO & CFO | Aug 2014–2023 | Built finance teams, strategic planning/analysis, process integration, M&A leadership |
| CompuPay, Inc. | CFO | 2006–2013 | Payroll services; finance leadership |
| Interval International, Inc. | CFO | 1998–2006 | Finance leadership |
| Pollo Tropical, Inc. | CFO | 1996–1998 | Finance leadership |
| Ernst & Young | CPA (computer audit) | Early career | Audit/controls expertise |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Board determined Mr. Drew is independent under Nasdaq rules; all committee members (including Audit) meet heightened independence standards under Rule 10A-3 .
- Committees: Audit Committee Chair since Aug 2020; designated audit committee financial expert. Audit Committee met 4 times in 2023 and all members attended. Mr. Drew is listed as Audit Committee member; not shown as member of Compensation or Nominating Committees in director legend .
- Board attendance: Board met seven times in 2024; no director attended fewer than 75% of board and committee meetings. Note: last year none of the directors attended the annual meeting (logistical attendance issue) .
- Risk oversight context: Board oversees risk broadly; Audit Committee oversees financial/accounting risks and compliance; Compensation Committee oversees comp-related risks; Nominating and Governance Committee oversees governance/ESG. Daniel Gill serves as Lead Independent Director .
Fixed Compensation
| Component ($) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Cash fees (incl. chair) | $50,625 | $50,000 | $51,558 | $50,000 |
| Meeting fees | None | None | None | None |
| Policy retainer | $45,000 | $45,000 | $45,000 | $45,000 |
| Chair retainers (policy) | Audit Chair $5,000; Comp Chair $5,000; N&G Chair $2,500; Lead Independent $5,000 | Same policy continued in 2022 | Same policy continued in 2023 | Same policy continued in 2024 |
Performance Compensation
| Grant | Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual director equity | May 13, 2021 | Stock options | 5,000 | $17,543 | 1/3 on 1st anniversary; remainder monthly over next 24 months; last vest at 3rd anniversary; $7.86 strike |
| Annual director equity | Mar 16, 2022 | RSUs | 6,000 | $40,440 | Vested Mar 16, 2023 |
| Annual director equity | Mar 6, 2023 | RSUs | 6,000 | $85,500 | Vested Mar 6, 2024 |
| Annual director equity | Jan 1, 2024 | RSUs | 7,000 | $63,280 | Vested Jan 1, 2025 |
- Outstanding at year-end: Options/RSUs as of Dec 31, 2022: RSUs 7,194; options 15,000 (11,269 vested) . As of Dec 31, 2023: RSUs 6,000; options 5,000 (4,310 vested) . As of Dec 31, 2024: RSUs 7,000; no options outstanding (all options for directors were vested) .
- Performance metrics: Director equity awards are time-based RSUs and options; no performance metrics disclosed for non-employee directors (board “expects to make annual equity grants”) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Counterparty Overlap |
|---|---|---|---|
| — | — | — | None disclosed |
Expertise & Qualifications
- CPA and former CFO with deep financial reporting, audit, internal controls, and M&A integration expertise; designated audit committee financial expert .
- Operational leadership (President/COO/CFO) and process improvement experience; relevant to HCM/payroll and services industries .
Equity Ownership
| Metric | Mar 16, 2023 | Apr 4, 2024 | Apr 7, 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 55,081 | 64,165 | 71,165 |
| Percent of shares outstanding | <1% | <1% | <1% |
| Directly held | 42,568 | 59,165 | 71,165 |
| Options exercisable within 60 days | 12,513 | 5,000 | 0 |
| RSUs outstanding at YE | 7,194 (12/31/22) | 6,000 (12/31/23) | 7,000 (12/31/24) |
- Pledging/hedging: Company maintains an Anti-Hedging Policy; no pledging disclosed for Mr. Drew in ownership footnotes .
Governance Assessment
-
Strengths
- Independence, audit specialization, and long-tenured chair role support robust financial oversight; Audit Committee met 4 times in 2023 with full attendance; board-wide attendance above 75% in 2024 .
- Compensation structure emphasizes equity alignment via annual RSUs (6,000 in 2022 and 2023; 7,000 in 2024), with consistent cash retainers and modest chair fee; ownership increased to 71,165 shares by April 2025, albeit still <1% .
- Designated as “audit committee financial expert,” reducing accounting risk and enhancing investor confidence in oversight of financial reporting and auditor independence .
-
Watch items / potential red flags
- Board process: Nominating & Governance Committee did not meet in 2024 (duties handled by full board), which may signal limited formal governance committee activity; none of the directors attended last year’s annual meeting (logistical concern rather than attendance deficiency) .
- Director equity awards are time-based rather than performance-linked; while standard for directors, it reduces explicit pay-for-performance signals versus PSU structures .
- Options transitioned to zero outstanding by YE 2024, reflecting a full shift to RSUs; lower at-risk leverage than options but typical for board compensation .
-
Related-party/Conflicts
- No related-party transactions or conflicts involving Mr. Drew disclosed in the proxy sections reviewed; board charters and independence confirmations mitigate conflict risk .
-
Overall view
- Governance quality for Mr. Drew is solid: independent, financially skilled audit chair with strong committee attendance and increasing equity ownership. Monitoring of broader board practices (e.g., N&G committee activity and annual meeting attendance) is advisable from a governance process standpoint .