Ron Vincent
About Ron Vincent
Ron Vincent, age 50, has served as Crexendo’s Chief Financial Officer since April 2012. He holds a B.S. in Business from Indiana University’s Kelley School of Business (1998), an MBA from the University of Phoenix, and is a licensed CPA in Arizona . Under the current leadership team, Crexendo achieved GAAP profitability for eight consecutive quarters through Q2 2025, alongside non-GAAP profitability for 27 straight quarters, reflecting consistent execution and financial discipline . Recent performance shows revenue growth from FY 2023 to FY 2024 and a swing to GAAP net income; total shareholder return improved from a $100 base to $275 by year-end 2024 in the SEC “pay versus performance” framework . Revenues rose from $53.199 million to $60.838 million (+14.4% YoY) , EBITDA increased from $1.024 million to $4.343 million (+324% YoY)*, and net income moved from -$0.362 million to +$1.677 million ; together these indicate accelerating operating leverage under Vincent’s oversight.
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Audit Senior Manager | 14-year auditing career ending 2012 | Led audit engagements; strengthened reporting controls and financial governance prior to joining CXDO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No external public company directorships disclosed in proxy | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 325,000 | 90,000 | 95,000 |
| 2023 | 300,000 | 90,000 (plan structure referenced for 2024; 2023 bonus plan existed) | 86,000 |
Performance Compensation
Annual Cash Incentive Mechanics (FY 2024)
| Metric | Weighting | Target | Actual | Payout (CFO) | Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | $58.4 million | Achieved (target met per Committee) | $95,000 total across both metrics | Annual cash; paid after Audit Committee review |
| Adjusted EBITDA | 50% | $6.8 million | Achieved (target met per Committee) | Included in above | Annual cash; paid after Audit Committee review |
Equity Awards Granted and Structure
| Year | Type | Grant Detail | Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | RSUs (time-based) | CFO received RSUs; included in Summary Compensation Table | 268,000 | Quarterly vesting through Mar 5, 2027 (37,500 unvested units outstanding at 12/31/24) |
| 2024 | Performance-based RSUs (stock-price thresholds) | 6 tiers: $6.00/$6.50/$7.00/$7.50/$8.00/$8.50; 10,000 RSUs per tier per participant; requires 15 consecutive trading days | 0 granted (none of the share price targets met in 2024) | If earned, would vest monthly over 3 years; plan cancellable annually |
Outstanding Options and RSUs (as of 12/31/2024)
| Instrument | Quantity | Strike | Expiration | Status | Vesting Notes |
|---|---|---|---|---|---|
| Stock Options | 35,000 | $2.93 | 03/09/2025 | Exercisable | — |
| Stock Options | 75,000 | $6.26 | 10/21/2027 | Exercisable | — |
| Stock Options | 50,000 | $6.63 | 03/09/2028 | Exercisable | — |
| Stock Options | 40,000 | $5.78 | 11/09/2031 | Exercisable | — |
| Stock Options | 18,050 (exercisable) / 6,950 (unexercisable) | $2.72 | 10/24/2032 | Mixed | Remaining unexercisable vests monthly through Oct 24, 2025 |
| RSUs (unvested) | 37,500 | — | — | Unvested | Vest quarterly through Mar 5, 2027; market value $196k at 12/31/24 |
Realization Events (FY 2024)
| Type | Shares | Value Realized ($) |
|---|---|---|
| Options exercised | 25,000 | 96,000 |
| RSUs vested | 12,500 | 54,000 |
Equity Ownership & Alignment
| As of Oct 6, 2025 | Direct/Indirect Shares Owned | Options/RSUs exercisable/vesting ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Ron Vincent | 190,406 | 177,367 | 367,773 | 1.2% |
- Anti-hedging/pledging policy: Prohibits short sales, options trading, trading on margin or pledging/hedging without prior approval; applies to directors, officers, certain employees, and immediate family members .
- Stock ownership guidelines: Not disclosed in the proxy; compliance status not disclosed .
Employment Terms
| Item | Key Terms |
|---|---|
| Role start date | CFO since April 2012 |
| Contract date | Executive employment letter (CFO) dated Feb 5, 2024 |
| Term/termination | Either side may terminate with 60 days’ notice |
| Severance (outside CoC window) | One month of base salary per year of service, up to one year; COBRA premium reimbursement up to 12 months |
| Change-in-control (CoC) cash | If terminated without cause or resign for good reason within CoC window: 12 months base salary + maximum target bonus for prior 12 months (subject to acquiring company offering acceptable role) |
| CoC special equity/RSU grant | Additional RSUs/shares (or cash equivalent) of $1.0m (<$7.00/share), $1.5m ($7.00–$10.00), or $2.0m (>$10.00) irrespective of continued employment post-CoC |
| Equity acceleration | 100% vesting of all outstanding equity awards upon change in control (single-trigger equity acceleration) |
| Clawback | SEC/Dodd-Frank compliant clawback adopted Nov 30, 2023 for erroneously awarded incentive-based compensation in the event of restatement |
| Tax gross-up | Proxy discusses potential 280G/4999 excise tax exposure; no tax gross-up provision disclosed |
Multi-Year Compensation Summary (CFO)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 325,000 | 268,000 | — | 95,000 | 26,000 | 714,000 |
| 2023 | 300,000 | 113,000 | — | 86,000 | 25,000 | 524,000 |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 53,199,000 | 60,838,000 |
| EBITDA ($) | 1,024,000* | 4,343,000* |
| Net Income ($) | -362,000* | 1,677,000 |
- Total Shareholder Return (SEC framework): Value of fixed $100 investment rose to $275 by end of 2024 (from $97 in 2023) .
- Profitability: GAAP profitable eight consecutive quarters through Q2 2025 .
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Cash/equity mix: CFO’s total rose to $714k in 2024 with higher RSU grant fair value ($268k vs. $113k in 2023), indicating increased equity emphasis aligned with performance .
- Performance metrics: Annual incentive tied 50/50 to revenue and Adjusted EBITDA; both FY 2024 targets achieved, resulting in $95k payout .
- Equity risk: Single-trigger acceleration of all equity upon change in control is shareholder-unfriendly and can incentivize deal timing; cash severance requires termination (“double trigger”) but equity does not .
- Option-to-RSU shift: Time-based RSUs with quarterly vesting through 2027 dominate recent equity; performance price RSUs had no payout in 2024 (targets not met), moderating windfalls while still incentivizing share price .
Risk Indicators & Red Flags
- Single-trigger equity acceleration upon CoC (all options/RSUs fully vest) .
- Section 280G excise tax risk on parachute payments; no gross-up disclosed .
- Insider supply overhang: Quarterly RSU vesting schedule through March 5, 2027 (37,500 units unvested at 12/31/24) plus remaining monthly option vesting through Oct 24, 2025 may create steady potential selling pressure .
- Hedging/pledging: Prohibited unless approved, reducing misalignment risk .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Beneficial ownership | 367,773 shares/derivatives (1.2% of outstanding) |
| Vested vs unvested | Mix includes exercisable options and RSUs vesting within 60 days of Oct 6, 2025; remaining RSUs vest quarterly to Mar 2027; remaining options vest monthly to Oct 2025 |
| Pledging | Prohibited without approval; policy covers directors and officers |
Employment & Contracts
| Clause | CFO Terms |
|---|---|
| Notice | 60 days by either party |
| Severance (no CoC) | One month per service year, up to 12 months; COBRA reimbursement up to 12 months |
| CoC severance | 12 months base + max target bonus; RSU/share award $1.0m–$2.0m based on deal price; 100% equity acceleration |
| Clawback | Dodd-Frank compliant policy; restatement-based recovery |
Investment Implications
- Alignment: Pay-for-performance is reasonably structured (revenue/Adjusted EBITDA targets, RSUs with vesting) and recent profitability/TSR improvements support incentive payouts . However, single-trigger equity acceleration at CoC is a governance negative that may influence deal-related behavior .
- Trading signals: Scheduled RSU vesting through March 2027 and remaining option vesting through October 2025 suggest ongoing supply that can create periodic selling pressure; monitor Form 4 activity around vesting dates and blackout windows .
- Retention/CoC economics: Meaningful CoC packages (cash + special RSU/shares award tied to deal price) reduce voluntary exit risk pre-transaction but could dilute acquirer negotiations; severance outside CoC is capped and reasonable .
- Performance trajectory: Rising revenues and EBITDA with a return to GAAP profitability improve outlook for incentive realizations; continued focus on price-based performance RSUs may enhance alignment if thresholds are met in future periods .