Jeffrey G. Korn
About Jeffrey G. Korn
Jeffrey G. Korn is Chairman and Chief Executive Officer of Crexendo (CXDO) and a long-tenured corporate executive with legal and telecom leadership experience; he is 68 as of the 2025 proxy and has served in multiple roles at Crexendo including General Counsel, EVP, and Chief Legal Officer before becoming CEO . Company performance under the pay-versus-performance framework shows total shareholder return value of a $100 investment rising to $275 by year-end 2024, alongside a swing to net income of $1.677 million in 2024 from a 2023 loss of $362 thousand ; operational highlights include eight consecutive quarters of GAAP profitability by Q2 2025 and 27 consecutive quarters of non-GAAP net income per the 2025 proxy letter .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crexendo | General Counsel; EVP; Chief Legal Officer; later CEO | Not disclosed | Led legal and strategic guidance; contributed to transformation to a leading telecom provider |
| Prosoft Training (Nasdaq-listed) | Chief Legal Officer; Board Member | Not disclosed | Public company governance and legal leadership experience |
| Jacksonville, FL law firm | Partner (commercial litigation/business services) | Not disclosed | Complex legal advisory to businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Several public companies (unspecified) | Director | Not disclosed | Corporate governance contributions across boards |
| Private/charitable boards (unspecified) | Director | Not disclosed | Ongoing private and charitable board service |
Fixed Compensation
| Component (USD thousands) | 2023 | 2024 |
|---|---|---|
| Base Salary | $298 | $325 |
| Stock Awards (grant-date FV) | $113 | $322 |
| Option Awards (grant-date FV) | $0 | $0 |
| All Other Compensation | $12 | $19 |
| Total Compensation | $509 | $761 |
- CEO pay ratio for 2024: 9:1 (CEO total $761 vs median employee $89) .
Performance Compensation
Annual Cash Incentive Plan (2024)
| Metric | Weighting | Target | Actual Outcome | Payout to Korn | Notes |
|---|---|---|---|---|---|
| Revenue | 50% | $58,400 | Achieved | $95 | Earn-out 0–110% ratably |
| Adjusted EBITDA | 50% | $6,800 | Achieved | $95 (combined total) | Earn-out 0–110% ratably |
- Korn’s 2024 target bonus was $90; actual payout was $95 based on meeting both corporate targets .
Stock Price Appreciation RSU Plan (approved 2024; 3-year plan)
| Share Price Threshold | RSUs Granted (per participant) | Vesting | Status (2024) | Notes |
|---|---|---|---|---|
| $6.00 | 10,000 | Monthly over 3 years if achieved; thresholds must be maintained 15 consecutive trading days | Not met | Committee can cancel annually |
| $6.50 | 10,000 | As above | Not met | — |
| $7.00 | 10,000 | As above | Not met | — |
| $7.50 | 10,000 | As above | Not met | — |
| $8.00 | 10,000 | As above | Not met | — |
| $8.50 | 10,000 | As above | Not met | — |
Compensation Actually Paid (CAP) vs Summary Compensation Table
| Year | PEO (Korn) SCT Total | PEO CAP | Other NEOs Average SCT | Other NEOs Average CAP |
|---|---|---|---|---|
| 2023 | $509 | $554 | $475 | $509 |
| 2024 | $761 | $739 | $645 | $633 |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Owned | Options/RSUs Vesting ≤60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Oct 6, 2025 | 249,979 | 201,111 | 451,090 | 1.5% |
| Jun 10, 2024 | 236,166 | 196,143 | 432,309 | 1.6% |
- Anti-hedging policy prohibits short sales, options trading, trading on margin, pledging, and hedging by insiders unless pre-approved by the General Counsel .
- Clawback policy adopted Nov 30, 2023, requires reasonably prompt recovery of erroneously awarded incentive-based compensation in the event of material restatements .
Outstanding Equity Awards (as of Dec 31, 2024) – Korn
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested RSUs | Market Value (USD thousands) |
|---|---|---|---|---|---|---|
| Stock Options | 75,000 | — | $6.26 | 10/21/2027 | — | — |
| Stock Options | 50,000 | — | $6.63 | 3/9/2028 | — | — |
| Stock Options | 40,000 | — | $5.78 | 11/9/2031 | — | — |
| Stock Options | 18,050 | 6,950 (vests monthly through 10/24/2025) | $2.72 | 10/24/2032 | — | — |
| RSUs | — | — | — | — | 45,000 (vests quarterly through 3/5/2027) | $235 |
- Option exercises and RSU vesting in 2024: 25,000 options exercised ($64K realized) and 15,000 shares vested ($65K realized) .
Employment Terms
| Provision | Base (Non-CoC Termination) | Change-in-Control (CoC Window) | Equity Treatment | Other |
|---|---|---|---|---|
| Severance | One month per year of service up to 12 months, if terminated without cause or for good reason; 60-day notice; COBRA reimbursement up to 12 months (subject to eligibility/election) | 12 months base salary + a payment equivalent to max target bonus for the prior 12 months, conditional on acquiring company not offering a reasonably acceptable position for ≥1 year; COBRA reimbursement up to 12 months | 100% accelerated vesting of all outstanding equity awards within CoC window ; all outstanding stock options for NEOs become fully vested upon a change in control irrespective of termination (single-trigger for options) | RSUs or shares (or cash equivalent) awarded based on transaction share price: $1.0M if < $7; $1.5M if $7–$10; $2.0M if > $10, irrespective of continued employment post-CoC |
Board Governance
- Korn serves as Chairman of the Board and CEO; leadership structure notes he sets agendas and leads board discussions, creating a link among the board, management, and stockholders .
- Board met six times in 2024; each director attended at least 75% of board and committee meetings; Korn attended the 2024 annual meeting .
- Classified board with staggered two-year terms; Korn is a Class I director with term expiring at the 2027 annual meeting .
- Committees and independence: Audit (Williams—Chair; members Goergen, Puri), Compensation (Goergen—Chair; Bash), Nominating (Bash—Chair; Goergen, Williams); the board determined committee members are independent under Nasdaq rules, and a majority of the board is independent .
Director Compensation
- Company policy: directors who are also employees receive no additional compensation for serving on the board; non-employee directors received quarterly cash fees and option grants in 2024 per the proxy; director travel and related expenses are reimbursed .
Compensation Structure Analysis
- Cash vs equity mix increased in 2024 for Korn, with stock awards $322K vs $113K in 2023, while salary rose to $325K from $298K; option awards were $0 in both years .
- Annual incentive is formulaic and tied to corporate revenue and adjusted EBITDA targets with 50/50 weighting; payout exceeded target based on achieved goals ($95 vs $90) .
- Long-term incentives emphasize stock options and RSUs with time-based vesting (monthly and quarterly schedules), plus a three-year stock-price RSU plan with multi-threshold design; no thresholds were met in 2024 .
Equity Ownership & Alignment
- Korn’s beneficial ownership was 451,090 shares as of Oct 6, 2025 (1.5% of the class), including 201,111 options/RSUs vesting within 60 days; as of Jun 10, 2024, he held 432,309 shares (1.6%) including 196,143 options/RSUs vesting within 60 days .
- Insider trading policy restricts hedging and pledging unless pre-approved by the General Counsel .
- Equity compensation plans outstanding and remaining shares are disclosed at the company level; Korn’s unvested RSUs and partially unvested options contribute to retention and alignment through scheduled vesting .
Employment Contracts, Severance, and Change-of-Control Economics
- Executive employment letter dated Feb 5, 2024 (60-day termination notice) defines severance, COBRA reimbursement, and CoC window benefits as above .
- Equity acceleration: all NEO options accelerate upon change in control regardless of termination (single trigger), and employment letters provide 100% acceleration of all outstanding equity upon qualifying termination in the CoC window (double-trigger protections for severance and equity in the window) .
- Clawback policy effective Nov 30, 2023 enables recovery for restatements due to material noncompliance .
Performance & Track Record
- Pay-versus-performance disclosure shows TSR value of $275 for a $100 investment by year-end 2024, with CAP closely tracking SCT totals; net income moved to $1.677 million in 2024 from a prior-year loss .
- 2025 proxy letter cites continued GAAP profitability streak (eight consecutive quarters by Q2 2025) and sustained non-GAAP net income streak (27 consecutive quarters), alongside industry awards and user growth .
Board Service History and Committee Roles (Dual-role implications)
- Board service: Korn is Class I director through the 2027 annual meeting and serves as Chairman .
- Committees: Korn is not listed as a member of the Audit, Compensation, or Nominating Committees; committee memberships are independent under Nasdaq rules .
- Dual role implications: Leadership structure assigns Korn agenda-setting and discussion leadership; board asserts this structure ensures strategy development and implementation and serves stockholders; majority independent board and independent committees provide oversight counterbalance .
Risk Indicators & Red Flags
- Single-trigger option acceleration on change in control for NEOs (equity vests irrespective of termination) .
- Classified board structure (staggered terms) can slow board turnover dynamics .
- Anti-hedging and anti-pledging provisions require pre-approval, mitigating alignment risks from hedging/pledging .
- Clawback policy in place for restatements; no Section 16(a) delinquency disclosed for Korn in 2023–2024 summaries .
Compensation Committee Analysis
- Compensation Committee (Goergen—Chair; Bash) met five times in 2024; did not retain an external compensation consultant in 2024; uses internal HR survey data on comparable companies for benchmarking .
- Elements of compensation include base salary, non-equity incentives, stock options/awards, and standard benefits, with grants typically made after blackout periods or milestone-based timing .
Equity Ownership & Vesting Schedules (Detail)
- Time-based options/RSUs vest monthly or quarterly over three years; Korn had 6,950 unexercisable options vesting monthly through Oct 24, 2025 and 45,000 RSUs vesting quarterly through Mar 5, 2027 .
- 2024 realized amounts: 25,000 options exercised ($64K) and 15,000 RSUs vested ($65K) .
Employment Terms (Non-compete/Other)
- Non-compete/non-solicit provisions are not disclosed in the proxy; severance, CoC benefits, and COBRA reimbursement are explicitly detailed as above .
Investment Implications
- Alignment: Korn’s meaningful beneficial ownership (1.5–1.6% of shares) and ongoing vesting schedules support retention and alignment; anti-hedging/pledging and clawback policies further strengthen governance .
- Incentives: Annual cash incentives are formulaic, tied to revenue and adjusted EBITDA, and paid modestly above target; the multi-threshold stock price RSU plan did not trigger in 2024, tempering near-term equity windfalls .
- Change-in-control: Single-trigger option acceleration and sizable RSU/share awards ($1.0–$2.0 million based on deal price) create potential sale-related economics, while double-trigger severance protections are present in the CoC window .
- Governance: Dual Chairman/CEO role centralizes agenda-setting and board discussion leadership; majority-independent board and independent committees provide oversight; staggered board reduces immediate turnover flexibility .