Jon Brinton
About Jon Brinton
Jon Brinton is Chief Revenue Officer at Crexendo (CXDO), age 60, serving since November 2020 and responsible for strategy, performance, and alignment of all revenue-generating operations across UCaaS, collaboration, and customer experience SaaS solutions . He holds a Bachelor of Science from Grand Canyon University and brings 25+ years of telecom leadership, including building Mitel’s Cloud division to #2 global UCaaS market share and senior roles at Avaya, Inter-Tel, and Mitel . Company performance under the current leadership team shows improving shareholder value and earnings: value of a fixed $100 investment reached $275 by 2024 and net income was $1.677 million in 2024; the company also achieved GAAP profitability for eight straight quarters through Q2 2025, underscoring solid execution and profitability trends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avaya | Vice President, North America Channel | Not disclosed | Led partner/channel growth for North America |
| Mitel | Led Cloud Division | 2011–2017 | Built Mitel Cloud to #2 global UCaaS user share; scaled cloud operations |
| Mitel | President, Network Services Division; Senior executive roles incl. Contact Center | Not disclosed | P&L leadership and expansion of network services and contact center businesses |
| Inter-Tel | President, NetSolutions Division; senior roles | Not disclosed | Expanded to a 50-state US CLEC business |
| Network Services Agency, Inc. | President & primary stockholder | Pre-1999–1999 | Built telecom agency business; sold to Inter-Tel in 1999 |
External Roles
No public company directorships or external board roles disclosed for Mr. Brinton in this proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $275,000 | $280,000 |
| Target Bonus ($) | $86,000 (actual paid; target not disclosed for 2023) | $90,000 target under 2024 Bonus Plan |
| Actual Bonus Paid ($) | $86,000 | $95,000 (34% of base salary) |
| Stock Awards (Grant-date FV, $) | $47,000 | $188,000 |
| Option Awards (Grant-date FV, $) | $0 | $0 |
| All Other Compensation ($) | $16,000 | $13,000 |
| Total Compensation ($) | $424,000 | $576,000 |
Performance Compensation
Annual Cash Incentive (2024 Employee Bonus Plan)
| Metric | Weighting | Target | Actual | Payout to Brinton | Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | $58.4 million | Achieved | $95,000 total bonus (cash) | Cash; N/A |
| Adjusted EBITDA | 50% | $6.8 million | Achieved | $95,000 total bonus (cash) | Cash; N/A |
Notes:
- Bonus pool could pay 0–110% per component; the Compensation Committee determined both corporate targets were met and approved plan payouts, with Brinton’s 2024 bonus at $95,000 (34% of base) .
Equity Incentives and Vesting
| Award Type | Quantity | Exercise/Grant Price | Expiration | Vesting Schedule | Status/Value |
|---|---|---|---|---|---|
| Stock Options | 100,000 | $6.32 | 11/16/2027 | Vested (exercisable) | Outstanding |
| Stock Options | 20,000 | $6.63 | 3/9/2028 | Vested (exercisable) | Outstanding |
| Stock Options | 30,000 | $5.78 | 11/9/2031 | Vested (exercisable) | Outstanding |
| Stock Options | 18,050 (exercisable) / 6,950 (unexercisable) | $2.72 | 10/24/2032 | Remaining unexercisable vest monthly through 10/24/2025 | Outstanding |
| RSUs (unvested) | 26,250 | N/A | N/A | Vest quarterly through 3/5/2027 | $137,000 market value (in thousands) |
Additional equity program:
- 2024 performance-based stock price appreciation RSU plan applied to Korn, Gaylor, Vincent only; none of the share-price thresholds were met and no awards were granted under that plan (Brinton not a participant) .
Realization in 2024
| Category | Quantity | Value |
|---|---|---|
| Options exercised | 0 | $0 |
| RSUs vested | 8,750 shares | $38,000 |
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Shares owned (direct/indirect) | 116,433 |
| Options and RSUs counted in beneficial ownership (exercisable or vesting within 60 days) | 180,833 |
| Total beneficial ownership | 297,266 shares |
| Percent of shares outstanding | 1.0% |
| Shares outstanding (reference date) | 30,701,950 as of October 6, 2025 |
| Options exercisable vs. unexercisable (detail) | Exercisable: 168,050; Unexercisable: 6,950 |
| Unvested RSUs | 26,250; market value $137,000 (in thousands) |
| Insider trading policy | Prohibits short sales, options trading, trading on margin or pledging, and hedging unless pre-approved by General Counsel |
| Clawback | SEC-compliant clawback policy adopted November 30, 2023 |
| Section 16 compliance | 2024 filings timely except certain named individuals; no issues noted for Brinton |
Interpretation:
- Alignment appears solid: meaningful option exposure and unvested RSUs; low 2024 selling pressure with no option exercises and modest RSU vesting realized . Anti-pledging/hedging policy reduces misalignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement date | February 5, 2024 |
| Termination notice | Either party may terminate with 60 days’ notice |
| Severance (outside CoC window) | One month of severance per year of employment, up to one year; COBRA reimbursement up to 12 months if elected |
| Change of Control window | Begins at start of any CoC discussion/offer; ends 12 months after CoC effective date |
| Severance (within CoC window) | 12 months base salary + payment equivalent to maximum target bonus for previous 12 months (subject to acquiring company offering an acceptable role) |
| Special RSU/share award upon CoC (Brinton) | $250,000 if transaction price < $7; $375,000 if $7–$10; $500,000 if > $10; payable in RSUs/shares or cash equivalent based on closing price before CoC; benefit payable irrespective of continued employment |
| Equity vesting on CoC | 100% accelerated vesting of all outstanding equity awards |
| Acceleration mechanics (all NEOs) | Options and stock awards become fully vested upon change in control; potential excise tax if value exceeds 280G threshold |
| Clawback | Recovery of erroneously awarded incentive-based compensation per SEC/Dodd-Frank rules |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 saw elevated stock award grant-value ($188k) vs. 2023 ($47k), increasing equity-based pay consistent with retention and alignment objectives .
- At-risk pay: Annual bonus tied to non-discretionary corporate metrics (Revenue and Adjusted EBITDA), each weighted 50%, supports pay-for-performance discipline .
- Equity risk profile: Options significantly in-the-money at lower strike ($2.72 tranche) with near-term vesting, plus RSUs vesting through 2027—promotes retention and long-term alignment .
- Governance safeguards: Anti-hedging/pledging and clawback policies mitigate misalignment and recoupment risk .
- Consultant/peer group: Compensation Committee did not retain a compensation consultant in 2024; broad survey data used, but no named peer group disclosed .
Performance & Track Record
- Strategic outcomes: Led Mitel Cloud to #2 global UCaaS user share; expanded Inter-Tel’s NetSolutions to a 50-state US CLEC; senior roles at Avaya and Mitel demonstrate deep channel and cloud execution .
- Company performance: Value of fixed $100 investment reached $275 by 2024 and net income was $1.677 million in 2024; GAAP profitability streak extended to 8 consecutive quarters by Q2 2025 .
Compensation Committee Analysis
- Committee composition: Compensation Committee comprised of independent directors, chaired by Todd Goergen; five meetings in 2024; authority over NEO compensation and equity plans; no compensation consultant retained in 2024 .
- Program design: Non-discretionary corporate metrics, individualized performance considerations, annual and long-term incentives aligned to shareholder value creation; anti-hedging and clawback policies in place .
Investment Implications
- Alignment and retention: Brinton’s equity mix (options + RSUs) with structured vesting and low recent selling suggests continued alignment and manageable near-term selling pressure; anti-pledging policy reduces risk of forced selling .
- Pay-for-performance: Cash incentive tied to revenue and adjusted EBITDA that were achieved in 2024 reinforces operational execution; continued RSU vesting through 2027 supports retention across medium term .
- CoC economics: Double-trigger-like severance with RSU/share award tiers and full equity acceleration could create meaningful dilution/expense in a sale scenario; investors should consider parachute impact in event-driven strategies .
- Execution track record: Depth in cloud/channel scaling and demonstrated profitability trajectory under current team are positives; monitoring future bonus targets and equity grant sizing will be key to assessing evolving risk/reward in compensation structure .