L. Jasmine Kim
About L. Jasmine Kim
Independent, non-employee director of Crexendo, Inc. (CXDO); a growth marketing/sales executive with deep expertise in customer engagement, digital/channel/brand transformation, and go‑to‑market strategy. Age 61 in 2025; first nominated and elected to the Board in 2024 as a Class II director with a term expiring at the 2026 annual meeting . Biography highlights include service as Chief Marketing Officer at Sutter Health, where she led launches of 20 urgent care clinics, a new primary care model (Tera Practice), and patient engagement/CRM initiatives; she has served on numerous private and charitable boards . Board attendance met the threshold of at least 75% of meetings/committees in 2024 for all directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Health | Chief Marketing Officer | Not disclosed | Led 20 urgent care clinic rollout; launched Tera Practice primary care model; implemented new patient engagement and CRM strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private and charitable boards | Director/Advisor | Not disclosed | Numerous private and charitable boards; no public company directorships disclosed in proxy biographies |
Board Governance
- Classification and Term: Class II director; term runs to the 2026 annual meeting .
- Committees: Audit Committee (Williams—chair, Goergen, Puri), Compensation Committee (Goergen—chair, Bash), Nominating Committee (Bash—chair, Goergen, Williams). Ms. Kim is not listed on these committees in the proxy .
- Independence and Structure: Board states a majority of directors are independent; committee members are affirmatively determined “independent” under Nasdaq rules .
- Attendance: Board met six times in 2024; each director attended at least 75% of board and relevant committee meetings .
- Policies: Anti‑hedging/pledging policy prohibiting short sales, options trading, margin trading, pledging, and hedging unless pre‑approved by General Counsel; Code of Business Conduct and Ethics covering directors .
Fixed Compensation
| Year | Cash Retainer (Quarterly) | Annual Cash | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | $4 per quarter | $16 | Not disclosed | Not disclosed | Standard non‑employee director cash compensation for 2024 |
| Director | Year | Cash Fees | Option Awards (Grant‑date fair value) | Other Comp | Total |
|---|---|---|---|---|---|
| L. Jasmine Kim | 2024 | $16 | $53 | $0 | $69 |
- Footnote: As of December 31, 2024, Ms. Kim held unexercised options to purchase an aggregate of 15,000 shares .
Performance Compensation
- Structure: Non‑employee directors receive equity via stock options at fair market value on grant date; no director‑specific performance metrics disclosed (options only have value if stock price exceeds exercise price) .
- Company Performance Metrics (apply to NEO bonus plan; directors do not participate): 2024 Employee Bonus Plan tied to revenue and adjusted EBITDA; both targets were achieved and bonuses paid to executives, not directors .
| Metric (FY2024) | Target | Result/Status | Plan Weight |
|---|---|---|---|
| Revenue ($000s) | 58,400 | Achieved; target exceeded (Comp Committee determinations) | 50% |
| Adjusted EBITDA ($000s) | 6,800 | Achieved; target exceeded (Comp Committee determinations) | 50% |
- Equity Award Timing Policy: Annual grants typically occur on the first day after blackout ends following Form 10‑K filing; milestone grants occur post‑blackout if tied to MNPI .
Other Directorships & Interlocks
- Public company boards: None disclosed in proxy biographies for Ms. Kim .
- Private/charitable boards: Numerous, not itemized .
- Interlocks: No shared directorships with CXDO’s named customers, suppliers, or competitors disclosed in proxy .
Expertise & Qualifications
- Core expertise in growth marketing, customer engagement, digital/channel/brand transformation, and go‑to‑market strategy .
- Track record of driving new product/service growth and transformational initiatives in both Fortune 500 and startup environments .
Equity Ownership
| As‑of Date | Shares Owned | Outstanding Options/RSUs (≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| June 10, 2024 | 0 | 3,125 | 3,125 | <1% |
| Oct 6, 2025 | 0 | 16,875 | 16,875 | <1% |
| Detail (2024 YE) | Amount |
|---|---|
| Unexercised options (aggregate) as of Dec 31, 2024 | 15,000 |
- Hedging/Pledging: Company policy prohibits hedging and pledging without pre‑approval; no pledges disclosed for Ms. Kim .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Insider Filings & Trades
| Date | Event | Filing Status | Notes |
|---|---|---|---|
| March 5, 2024 | Director stock option grant | Form 4 not filed to date | Proxy cites delay obtaining SEC codes; Ms. Kim’s Form 4 remained unfiled at time of 2025 proxy—governance red flag |
Governance Assessment
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Strengths
- Relevant customer‑centric and growth marketing expertise supporting CXDO’s SaaS/UCaaS go‑to‑market and CRM/patient engagement analogs; enhances Board skill mix .
- Non‑employee status and standard director pay structure; options at market strike align compensation value with share price appreciation .
- Attendance met minimum threshold (≥75%) in 2024; supports engagement baseline .
- Board/committee independence framework and anti‑hedging policy reduce misalignment risk .
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Watch items / RED FLAGS
- Section 16(a) delinquency: Ms. Kim’s Form 4 for the March 5, 2024 option grant was “not filed to date,” indicating persistent compliance failure—this can undermine investor confidence and suggests controls weakness around insider reporting .
- No committee assignments: Not listed on Audit, Compensation, or Nominating committees; reduces direct influence on key governance levers (audit/comp/nom) .
- Low ownership: Beneficial ownership <1% with options/RSUs totaling 16,875 as of Oct 6, 2025; while option exposure provides upside alignment, limited share ownership may temper “skin‑in‑the‑game” signaling .
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Overall Implications
- Ms. Kim adds valuable commercial/marketing acumen; however, the unresolved Form 4 delinquency is a notable red flag that warrants remediation and monitoring. Elevating engagement via committee service and increasing direct equity holdings (subject to policy) would improve alignment and governance optics .