David Williams
About David Williams
David Williams (age 70) is an independent director of Crexendo, Inc. (CXDO) and has served on the board since May 2008; he is designated by the board as an “audit committee financial expert.” He is a Certified Public Accountant (California, Nevada, Washington), holds a J.D. from McGeorge School of Law (University of the Pacific), an M.S. in engineering finance from Stanford University, and a B.S. in biological science with honors from Stanford University . He is Chairman & CEO of Equity Capital Management Corp (since 2008) and Counsel & CFO of Pacific Equities Capital Management Corporation; earlier roles include President and CFO/tax counsel at Wilshire Equities Corp and rising to director at Arthur Young & Co. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Young & Co. | Staff to Director | 1980–1987 | Advanced to director at a public accounting firm |
| Wilshire Equities Corp. | CFO & Tax Counsel | 1987–1990 | Led finance and tax counsel functions |
| Wilshire Equities Corp. | President | 1990–1996 | Corporate leadership role |
| Independent Consultant | Tax, Real Estate, VC | 1996–2008 | Consulting in taxation, real estate transactions, venture capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Equity Capital Management Corp | Chairman & CEO | 2008–present | Asset management and tax-oriented consulting/financing for real estate investors |
| Pacific Equities Capital Management Corp | Counsel & CFO | Not specified | Real estate holding company |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating Committee (member). Compensation Committee is chaired by Todd Goergen; Williams is not listed as a member .
- Independence: The board determined committee members (including Williams) are independent under Nasdaq Capital Market rules; a majority of the board is independent .
- Audit committee financial expert: The board designated David Williams as the audit committee financial expert .
- Attendance and engagement: The board met 6 times in 2024; each director attended at least 75% of aggregate board and committee meetings. Audit Committee met 4 times; Compensation Committee met 5 times; Nominating Committee met once .
- Audit workload: No Audit Committee member serves on more than three publicly-traded companies .
- Governance policies: Anti-hedging/pledging policy prohibits short sales, options trading, margin, pledging, and hedging unless approved by General Counsel; related-party transactions above $120,000 require approval by independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $16,000 | Non-employee directors received $4,000 per quarter in 2024 (in thousands) |
| Committee membership/meeting fees | Not disclosed | No separate meeting or committee fees disclosed for directors |
Performance Compensation
| Component | 2024 Grant-Date Fair Value | Structure | Vesting/Terms |
|---|---|---|---|
| Stock options (Director grant) | $53,000 | Options granted at ≥100% of market price; value only if stock rises | Specific director vesting/strike not itemized; aggregate unexercised options held are disclosed |
No performance metrics (e.g., TSR, revenue growth) tied to director compensation were disclosed; director equity is time/price-based rather than metric-based .
Expertise & Qualifications
- CPA (CA/NV/WA), J.D. (McGeorge School of Law), M.S. engineering finance (Stanford), B.S. biological science with honors (Stanford) .
- Deep finance, tax, and asset management background; designated audit committee financial expert; long-tenured board member since 2008 .
Equity Ownership
| Metric | Jun 10, 2024 | Oct 6, 2025 |
|---|---|---|
| Shares owned | 28,227 | 34,134 |
| Options and RSUs counted (exercisable/vesting within 60 days) | 112,097 | 120,875 |
| Total beneficial ownership (shares + short-term options/RSUs) | 140,324 | 155,009 |
| Percent of class | <1% | <1% |
| Additional Option Detail (as of Dec 31, 2024) | Value |
|---|---|
| Unexercised options held (aggregate) | 129,000 options |
- Pledging/hedging: Company policy prohibits pledging and hedging (unless approved); no pledges disclosed for Williams .
Other Directorships & Interlocks
- Public company directorships/interlocks for David Williams are not disclosed in the proxy materials reviewed .
Insider Trades and Compliance
| Item | 2023/2024 Status | Notes |
|---|---|---|
| Section 16 filing timeliness (2023) | No delinquency noted for Williams | Only one exception disclosed (Mihaylo gift filing delay); Williams not listed among exceptions |
| Section 16 filing timeliness (2024) | No delinquency noted for Williams | Exceptions listed for Jackson, Kim, Wang, Buch; Williams not listed |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; audit committee financial expert; consistent meeting attendance (≥75%); robust anti-hedging/pledging and related-party transaction approval policies; no Section 16 filing issues disclosed for Williams .
- Alignment: Holds meaningful equity exposure via options and shares; director pay mix emphasizes equity (options) alongside modest cash retainer, supporting long-term alignment with shareholders .
- Watch items: Very long tenure (director since May 2008) may raise board refreshment considerations common in governance evaluations, though no independence concerns are disclosed by the company .
- Conflicts/related-party exposure: No related-party transactions involving Williams are disclosed; marketing consulting was paid to Kevin Jackson and a consulting agreement exists with Steven G. Mihaylo, not Williams .