Jeffrey P. Bash
About Jeffrey P. Bash
Independent director at Crexendo, Inc. (CXDO); age 83, serving on the Board since August 2013. Background includes Corporate Vice President & Actuary at New York Life (FSA from 1970 until retirement in 1995), Vice President at Richmont Corporation, private investor and stockholder advocate since 1996, and consultant to private equity firm FinTekk AP, LLC since 2008. Education: B.A. in Mathematics from Oberlin College. Tenure: Class II director; nominated for a term expiring at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Life Insurance Company | Corporate Vice President & Actuary; Fellow of the Society of Actuaries (FSA) | 1970–1995 | Senior actuarial leadership; retirement in 1995 |
| Richmont Corporation (Dallas, TX) | Vice President | Not disclosed | Corporate finance services |
| Private investor/advocate | Private investor and advocate for stockholder interests | Since 1996 | Engagement with managements and boards |
| FinTekk AP, LLC (Newport Beach, CA) | Consultant (strategic planning, corporate finance, analysis) | 2008–present | Advisory services for small private companies |
External Roles
- No other current public company directorships mentioned in the proxy biography.
- Consultant to FinTekk AP, LLC (private equity).
Board Governance
- Committee assignments: Compensation Committee member; Nominating Committee Chairman; not listed on Audit Committee.
- Independence: Board determined Bash is “independent” under Nasdaq and applicable regulatory requirements.
- Board and committee activity: Board met 6 times in 2024; each director attended at least 75% of Board and relevant committee meetings. Compensation Committee held 5 meetings; Audit Committee 4; Nominating Committee 1.
| Governance Item | Detail | Source |
|---|---|---|
| Independence status | Independent director under Nasdaq rules | |
| Committees | Compensation (member); Nominating (Chair) | |
| Board meetings (2024) | 6 meetings; ≥75% attendance by each director | |
| Compensation Committee (2024) | 5 meetings | |
| Audit Committee (2024) | 4 meetings | |
| Nominating Committee (2024) | 1 meeting |
- Shareholder support: 2024 annual meeting vote for Bash as Class II director—Votes For: 15,643,358; Votes Withheld: 647,457. Anand Buch resigned before the meeting and withdrew his nomination.
| Director Election (Aug 7, 2024) | Votes For | Votes Withheld |
|---|---|---|
| Jeffrey P. Bash | 15,643,358.003 | 647,457.00 |
Fixed Compensation (Non-Employee Director—2024)
| Component | Amount (USD, in thousands) | Notes |
|---|---|---|
| Cash fees | $16 | Quarterly cash compensation of $4 per quarter |
| Option awards (grant-date fair value) | $53 | Computed per accounting guidance; exercise price = closing price on grant date |
| All other compensation | $0 | None disclosed for Bash |
| Total | $69 | 2024 non-employee director compensation |
Performance Compensation (Structure and Metrics)
| Element | Terms | Metrics/Conditions |
|---|---|---|
| Stock options | Exercise price set at closing price on grant date; no below-market grants; options only have value if underlying share price exceeds exercise price | No performance metrics (e.g., revenue/EBITDA) disclosed for director awards; options’ value contingent on stock appreciation |
No vesting schedule details or specific grant sizes for Bash’s 2024 director option grant were disclosed in the proxy; only fair-value amounts and aggregate unexercised option counts are provided.
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Bash’s biography does not list other public company directorships. |
- Network exposure: Private equity consulting (FinTekk AP, LLC). No disclosed interlocks with CXDO competitors/suppliers/customers.
Expertise & Qualifications
- Financial and corporate finance expertise; long-time investor and stockholder advocate.
- Actuarial credential: Fellow of the Society of Actuaries (FSA).
- Education: B.A. Mathematics, Oberlin College.
- Strategic planning and corporate finance consulting experience.
Equity Ownership
| As of Date | Shares Owned | Options/RSUs Outstanding | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Oct 6, 2025 | 248,963 | 118,375 (exercisable/vest within 60 days) | 367,338 | 1.2% |
| Additional Detail | Value |
|---|---|
| Unexercised options as of Dec 31, 2024 | 126,500 shares |
| Anti-hedging/pledging policy | Prohibits short sales, options trading, trading on margin or pledging and hedging unless pre-approved by General Counsel (applies to directors and immediate family or controlled entities) |
Governance Assessment
- Board effectiveness: Bash chairs Nominating and serves on Compensation—two governance-critical committees—supporting director selection and executive pay oversight; Board affirms independence.
- Engagement: Board met 6 times; committees active (Comp: 5, Audit: 4, Nom: 1). Attendance threshold met by all directors (≥75%). While per-director attendance rates aren’t disclosed, the committee workload suggests consistent engagement.
- Alignment: Material personal ownership (367,338 beneficial shares; ~1.2%) and substantial cumulative options indicate skin-in-the-game for a micro-cap; anti-hedging/pledging policy strengthens alignment.
- Conflicts and related-party exposure: The company maintains a related-person transaction policy requiring independent Board approval for transactions >$120,000; no Bash-specific related party transactions disclosed in the proxy.
- Shareholder confidence signal: Strong support in 2024 election (15.64M for; 0.65M withheld).
RED FLAGS
- None disclosed specific to Bash (no related-party transactions, loans, or pledging noted). Monitor any future exceptions granted under the anti-hedging/pledging policy, which would be shareholder-unfriendly if approved.