Doug Gaylor
About Doug Gaylor
Doug Gaylor, age 59, is President and Chief Operating Officer of Crexendo (CXDO), a role he has held since May 2012 after joining the company in 2009 as Vice President of Sales; he holds a B.A. in Communications from the University of Houston and has 30+ years in telecom focused on sales, business development, and executive management in UCaaS, call center, and collaboration . Company performance under the current leadership includes GAAP profitability streak through Q2 2025 and non-GAAP net income for 27 consecutive quarters, plus surpassing six million users on the platform . Pay-versus-performance disclosures show 2024 net income of $1.677 million versus a 2023 loss of $0.362 million, and a TSR value of $275 on a fixed $100 cohort over the measurement period used in the proxy . His compensation plan is tied to measurable revenue and adjusted EBITDA targets, plus a share-price-conditioned RSU program that aligns awards with stock price appreciation; 2024 bonuses were earned based on meeting both revenue and adjusted EBITDA targets, while share-price RSUs were not triggered .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Inter-Tel/Mitel | Roles of increasing responsibility culminating as Senior Vice President | 1987–2009 | Led Western U.S. sales; oversaw ~200 sales reps; region achieved >$175 million annual sales under his leadership . |
| Crexendo | Vice President of Sales | 2009–2012 | Led sales; subsequently elevated to COO/President, supporting growth in UCaaS and collaboration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple non-profit organizations (education and community) | Board Member | Not disclosed | Civic engagement in education and community support; enhances stakeholder network and brand goodwill . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $325,000 | $325,000 |
| All Other Compensation (perqs, 401(k) match, etc.) | $23,000 | $26,000 |
Notes
- All other compensation for 2024 includes 401(k) match, automobile allowance, gym membership, and miscellaneous benefits; 401(k) match was $13,000 .
Performance Compensation
Annual Non-Equity Incentive Plan — Design and Outcomes
| Element | Detail |
|---|---|
| Target Bonus | $90,000 |
| Performance Metrics | Revenue and Adjusted EBITDA; 50% weighting each |
| 2024 Targets | Revenue $58.4 million; Adjusted EBITDA $6.8 million |
| Actual Result | Both revenue and Adjusted EBITDA targets achieved for 2024 |
| 2024 Payout | $95,000 (≈29% of salary) |
| Governance | Bonus determination by Compensation Committee after Audit Committee review of 2024 results |
Stock-Price Performance RSU Program — 2024 Structure
| Share Price Threshold | RSUs Granted (per participant) | Vesting | Outcome (2024) |
|---|---|---|---|
| $6.00 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
| $6.50 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
| $7.00 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
| $7.50 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
| $8.00 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
| $8.50 | 10,000 | Monthly over 3 years if threshold maintained for 15 consecutive trading days | Not achieved |
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 6, 2025)
| Item | Amount |
|---|---|
| Shares owned | 242,732 |
| Options and RSUs (vested within 60 days) | 232,277 |
| Total beneficial ownership | 475,009 |
| Ownership % of outstanding shares | 1.5% (based on 30,701,950 shares) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award Type | Quantity/Status | Exercise/Grant Price | Expiration/Vesting |
|---|---|---|---|
| Stock Options — Exercisable | 10,000 | $2.93 | 3/9/2025 |
| Stock Options — Exercisable | 40,000 | $2.25 | 2/12/2026 |
| Stock Options — Exercisable | 75,000 | $6.26 | 10/21/2027 |
| Stock Options — Exercisable | 50,000 | $6.63 | 3/9/2028 |
| Stock Options — Exercisable | 40,000 | $5.78 | 11/9/2031 |
| Stock Options — Exercisable/Unexercisable | 18,050 / 6,950 | $2.72 | 10/24/2032; remaining unexercisable vest monthly through Oct 24, 2025 |
| RSUs — Unvested | 37,500 | N/A | Vest quarterly through Mar 5, 2027; market value $196k |
2024 Equity Activity (realized)
| Type | Shares | Value Realized |
|---|---|---|
| Option exercises | 52,500 | $175,000 |
| RSUs vested | 12,500 | $54,000 |
Policies and Alignment
- Anti-hedging and pledging policy prohibits short sales, options trading, trading on margin or pledging and hedging unless approved in advance by the General Counsel; no pledging by Gaylor is disclosed .
- Company-wide clawback policy effective Nov 30, 2023, enabling recovery of erroneously awarded incentive-based compensation upon restatement triggers per SEC/Dodd-Frank rules .
Employment Terms
| Provision | Outside Change-of-Control Window | Within Change-of-Control Window |
|---|---|---|
| Termination eligibility | Without “cause” or for “good reason” | Without “cause” or for “good reason” |
| Cash severance | One month per year of employment, up to 12 months | 12 months base salary + payment equal to maximum target bonus for prior 12 months (if acquiring company fails to offer a reasonably acceptable position for ≥1 year on reasonably consistent terms) |
| Equity vesting | N/A | 100% accelerated vesting of all outstanding equity awards ; Note: All outstanding options for NEOs become fully vested upon a change in control, independent of termination (single-trigger acceleration) . |
| Additional RSU/share award | N/A | $1,000,000 if transaction < $7.00/share; $1,500,000 if $7.00–$10.00; $2,000,000 if >$10.00/share; payable irrespective of whether executive remains post-transaction . |
| COBRA | Up to 12 months reimbursement if eligible and elected | Up to 12 months reimbursement if eligible and elected |
| Tax treatment | Potential 280G excess parachute excise tax; no tax gross-up disclosed . | |
| Term/notice | Employment letter dated Feb 5, 2024; terminable by either side with 60 days’ notice . |
Compensation Structure Analysis
- Cash vs equity mix increased in 2024: Salary flat at $325k while stock awards rose to $268k (from $113k in 2023), indicating greater emphasis on equity alignment amidst profitability improvement .
- Incentive metrics are objective and tied 50/50 to revenue and Adjusted EBITDA; 2024 bonuses were paid based on meeting both targets, supporting pay-for-performance linkage .
- Performance RSU program requires sustained share-price thresholds over 15 consecutive trading days; no awards were triggered for 2024, avoiding windfalls absent stock appreciation .
- Single-trigger equity acceleration upon change in control plus sizable fixed RSU/share awards keyed to transaction price create meaningful CoC economics; no tax gross-ups are disclosed, but executives may incur 4999 excise taxes on excess parachute payments .
Governance and Oversight
- Compensation Committee: Todd Goergen (Chair) and Jeffrey P. Bash; held five meetings in 2024; did not retain a compensation consultant in 2024 .
- Anti-hedging/pledging, insider trading policy, and clawback policy are in place, reinforcing governance and alignment standards .
Investment Implications
- Alignment: Clear linkage of annual bonuses to revenue and Adjusted EBITDA, plus share-price-conditioned RSUs that only vest upon sustained stock appreciation, aligns incentives with value creation; 2024 payouts reflect operational execution, while untriggered RSU thresholds indicate discipline on equity awards .
- Retention risk: Multi-year RSU vesting through March 2027 and remaining option tranches vesting through October 2025 create ongoing retention hooks; however, significant CoC benefits and single-trigger acceleration could reduce lock-in during M&A scenarios .
- Selling pressure: Observed 2024 option exercises (52,500 shares, $175k value) and scheduled quarterly RSU vesting through 2027 may introduce periodic supply; upcoming option expirations in 2025–2026 could spur additional exercises/sales depending on price levels .
- Governance comfort: Anti-hedging/pledging policy and clawback reduce misalignment risk; the Compensation Committee’s direct oversight without consultants suggests tighter control but warrants monitoring for benchmarking rigor in future cycles .
- Performance trajectory: Net income swing to positive in 2024 and improved TSR in disclosures support the case for incentive payouts and equity emphasis, but investors should monitor future bonus target calibration and any changes to CoC economics that might influence decision-making in strategic transactions .