David Wang

About David Wang

David Wang is Chief Technology Officer at Crexendo (Crexendo, Inc.; CXDO), serving since June 1, 2021, following Crexendo’s acquisition of NetSapiens, which he co‑founded and led as CTO (2006–2021) and CEO (2002–2006) . He holds an MSEE from the University of Maryland and a BSEE from UC San Diego, with multiple patents and standards contributions (Frame Relay Forum, IETF, ETSI) in voice/data convergence . Wang is 65 and has been an executive officer at CXDO for over four years . Company performance metrics tied to executive pay indicate: a Total Shareholder Return (TSR) value of a $100 investment reaching $275 in 2024 vs $97 in 2023 , and 2024 corporate bonus targets (Revenue $58.4M; Adjusted EBITDA $6.8M) were achieved, resulting in NEO cash bonuses including Wang’s $95k payout .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual cash bonus (Employee Bonus Plan)
  • Structure (2024): Two corporate metrics (50% revenue; 50% Adjusted EBITDA). Targets: Revenue $58.4M; Adjusted EBITDA $6.8M; payout scale 0–110% . Company achieved both targets; Wang received $95k cash bonus (~34% of 2024 salary) .
• Equity awards and vesting
  • RSUs: 2024 grant-date fair value $188k; RSUs vest quarterly through March 5, 2027 .
  • Stock options: Legacy NetSapiens options remain outstanding; a large tranche at $0.91 expiring March 11, 2026; incremental options at $2.72 vesting monthly through Oct 24, 2025 .
  • 2024 performance-based stock price plan applied only to CEO/CFO/COO (not Wang); no RSUs granted under this plan in 2024 .

Equity Ownership & Alignment

• Beneficial ownership (multi-year) | As-of Date | Shares Owned | Options/RSUs Counted (60-day window) | Total Beneficial | % Outstanding | |---|---:|---:|---:|---:| | Oct 6, 2025 | 451,665 | 29,999 | 481,664 | 1.6% | | Jun 10, 2024 | 439,327 | 819,032 | 1,258,359 | 4.6% | | Apr 28, 2023 | 437,402 | 830,007 | 1,267,409 | 4.7% |

• Outstanding equity detail (as of Dec 31, 2024)

  • Options: 622,086 exercisable at $0.91 (exp. 3/11/2026); 18,050 exercisable/6,950 unexercisable at $2.72 (vest monthly to 10/24/2025) .
  • Unvested RSUs: 26,250 units; market value $137k; vest quarterly to 3/5/2027 .

• Realizations (potential selling pressure proxies) | Year | Options Exercised (shares) | Value Realized ($000) | RSUs Vested (shares) | Value Realized ($000) | |---|---:|---:|---:|---:| | 2024 | 202,367 | 837 | 8,750 | 38 | | 2022 | 104,000 | 266.922 | — | — |

• Hedging/pledging and clawback

  • Anti‑hedging policy prohibits short sales, options trading, trading on margin or pledging, and hedging unless pre‑approved by General Counsel (reduces alignment risk of pledging) .
  • Clawback policy (effective Nov 30, 2023) consistent with SEC rules; recovery of erroneously awarded incentive compensation upon restatement triggers .

• Ownership guidelines: Not disclosed in the proxy statements reviewed.

Employment Terms

• Current role and start: CTO since June 1, 2021 (post‑NetSapiens merger) .
• 2021 Employment Agreement (initial 2‑year term; auto‑renewals)
  • Base salary $323,950; bonus eligibility from 2022; equity eligibility starting 2022 .
  • Severance (non‑CoC): lump sum equal to 1/12 of base salary per year of service (including NetSapiens tenure), capped at 12 months, plus COBRA reimbursement for 12 months, upon termination without cause or resignation for good reason .
  • Restrictive covenants: Non‑compete 1 year post‑employment (2 years if termination for breach of fiduciary duty/unlawful taking), with company paying 50% of base salary during the covenant period; 2‑year non‑solicitation of employees/customers; IP and confidentiality obligations; arbitration of employment disputes .
• 2024 Executive Employment Letter (updated severance and CoC economics)
  • Non‑CoC severance: one month of severance per year of employment up to 12 months, plus COBRA reimbursement up to 12 months, on termination without cause or resignation for good reason (60‑day notice applies) .
  • Change‑of‑Control window (beginning of CoC discussions through 12 months post‑CoC): if terminated without cause or resigns for good reason and acquirer fails to offer a reasonably acceptable one‑year position, benefits include (i) 12 months base salary, (ii) payment equal to maximum target bonus for prior 12 months, (iii) RSUs/shares or cash equivalent tied to transaction share price: $250k if < $7, $375k if $7–$10, $500k if > $10, (iv) COBRA reimbursement up to 12 months, and (v) 100% acceleration of all outstanding equity awards .
  • Separate plan provision: all outstanding stock options for NEOs become fully vested upon a change in control (280G gross‑up not provided; excise tax risk borne by executive) .
• Termination notice: Either party may terminate with 60 days’ notice .

Compensation Structure Analysis

• Mix shifts and alignment
  • 2024 compensation for Wang weighted ~48% cash (salary + $95k bonus) and ~52% equity by grant FV ($188k RSUs), indicating balanced pay-for-performance with ongoing equity vesting to 2027 .
  • Earlier heavier option exposure (low-strike $0.91 options from NetSapiens) is rolling off by 2026; 2024 RSUs introduce more retention-oriented, lower-risk equity versus options .
• Performance rigor
  • 2024 bonuses tied 100% to non‑discretionary corporate targets (Revenue and Adjusted EBITDA) and were achieved; maximum payout capped at 110% (Wang’s $95k vs $90k target) .
• Governance and red flags
  • Section 16(a) reporting: one late Form 4 in Aug 2024 attributed to administrative error (since cured) . Prior late filings occurred in 2022 for Form 4s (also administrative causes) .
  • No tax gross‑ups disclosed; anti‑hedging/pledging policy and clawback in place .

Investment Implications

• Alignment and retention: Significant unvested RSUs (26,250) vesting through March 2027 and remaining option overhang to 2026 support retention; anti‑hedging/pledging and clawback policies strengthen alignment and mitigate risk of leveraged pledges .
• Potential selling pressure: Wang exercised 202,367 options in 2024 (realized value $837k), indicating potential liquidity activity; further option expirations by 2026 and quarterly RSU vesting could represent periodic supply into the market .
• Change‑of‑control economics: Double‑trigger‑style CoC benefits plus additional RSU/cash awards tied to deal price create meaningful management incentives to pursue value‑accretive transactions; 100% equity acceleration is shareholder‑dilutive at exit but aligns executives with transaction premium thresholds .
• Pay-for-performance: Company TSR improved materially in 2024 (fixed $100 investment → $275), and bonus outcomes were directly tied to hitting revenue and EBITDA targets; Wang’s comp increased with performance while relying more on RSUs than options, reducing risk-taking incentives relative to high-leverage options .

Appendix: Summary Compensation (Multi‑Year)