Steven G. Mihaylo
About Steven G. Mihaylo
Steven G. Mihaylo is Chairman Emeritus and a Class I director of Crexendo, Inc. (CXDO), with a current age of 81 as disclosed in the 2025 proxy . He served as CEO beginning in 2008 and as Chairman of the Board starting in 2010; in January 2024 he stepped down as Chairman and was designated Chairman Emeritus . He founded Inter‑Tel in 1969, grew it to nearly $500 million in annual revenue, and sold it in 2007 for nearly $750 million; he holds a BA in Business Administration (Accounting & Finance) from California State University, Fullerton (1969) and an honorary PhD from the same institution . He is nominated to continue as a Class I director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inter‑Tel, Incorporated | Founder; Chairman & CEO | 1969–2007 (sale in 2007) | Grew revenue to ~$500M; sale at nearly $750M; led transition to managed services/software |
| Crexendo, Inc. | Chief Executive Officer; Chairman of the Board | CEO from 2008; Chairman from 2010; Chairman Emeritus since Jan 2024 | Led company; transitioned to Chairman Emeritus; continuing board role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arizona Heart Foundation | Board/community service | Not disclosed | Community organization involvement |
| Junior Achievement of Arizona / Central Arizona | Advisory board member | Not disclosed | 25+ years of involvement |
| Arizona Museum of Science and Technology | Board/community service | Not disclosed | Community organization involvement |
| ASU College of Business Dean’s Council of 100 | Council member | Not disclosed | Academic advisory body |
| Big Bear High School Education Foundation | Member | Not disclosed | Education foundation involvement |
| CSU Fullerton Dean’s Advisory Board | Advisory board member | Not disclosed | Academic advisory role |
Board Governance
- Board structure: Classified (staggered) board, with Class I/II directors and two‑year terms; Mihaylo is a Class I nominee with term to 2027 .
- Committee memberships: Audit (Williams – chair; Goergen; Puri); Compensation (Goergen – chair; Bash); Nominating (Bash – chair; Goergen; Williams). Mihaylo is not listed as a member of these committees .
- Independence: The committee members named are determined “independent” under Nasdaq rules; a majority of the Board is independent. Mihaylo’s individual independence designation is not explicitly stated in the proxy .
- Attendance: In 2024 the Board met six times; each director attended at least 75% of board and applicable committee meetings. In 2023 the Board met five times; each director attended at least 75% of meetings .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash director fees | $0 | Non‑employee director cash was $4 per quarter in 2024 (typical $16/year), but Mihaylo shows $0 cash fees in the director table . |
| Consulting fees | $154k | Disclosed “All Other Compensation” of $154k; footnote indicates consulting agreement pays $14k per month ($168k annually) as of 12/31/2024; difference not explained in table . |
Director cash fee schedule (policy): $4k per quarter in 2024 for non‑employee directors .
Performance Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Option awards (grant‑date fair value) | $53k | Options granted at fair value; exercise price at closing price on grant date; options only have value if share price exceeds strike . |
| Unexercised options outstanding (as of 12/31/2024) | 216,234 shares | Aggregate unexercised options; vesting/strike details not itemized in director table . |
Equity award policy for directors: Options have exercise price equal to closing price on grant date; no discounts; value realized only with share price appreciation .
Company performance metrics (executive bonus plan, governance context):
| Metric | 2024 Target | Outcome/Implication |
|---|---|---|
| Revenue | $58,400k | Target approved by Board; used for executive bonuses (not director pay) . |
| Adjusted EBITDA | $6,800k | Target approved by Board; used for executive bonuses (not director pay) . |
| Bonus determination | 0–110% payout | Company achieved both targets; NEOs received $95k each under plan (context for pay‑for‑performance oversight) . |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| Public company directorships | Not disclosed | — | No current public company boards disclosed for Mihaylo . |
| Interlocks with CXDO stakeholders | Not disclosed | — | No interlocks with competitors/customers/suppliers disclosed for Mihaylo . |
Expertise & Qualifications
- 40+ years in telecom; founder/operator with large‑scale growth and managed services/software evolution experience .
- Education: BA in Business Administration (Accounting & Finance), CSU Fullerton (1969); honorary PhD from CSU Fullerton .
- Community/academic governance experience via multiple boards and advisory councils .
Equity Ownership
| Metric | June 10, 2024 | October 6, 2025 |
|---|---|---|
| Shares owned (personal) | 4,647,192 | 4,647,192 |
| Shares in The Steven G. Mihaylo Trust | 6,570,373 | 6,570,373 |
| Shares in The Steven Mihaylo and Lois Mihaylo Foundation | 80,000 | 80,000 |
| Options/RSUs (exercisable/vesting within 60 days) | 193,938 | 218,109 |
| Total beneficial ownership | 11,491,503 | 11,515,674 |
| Percent of shares outstanding | 42.7% (26,700,735 shares outstanding) | 37.2% (30,701,950 shares outstanding) |
Insider Trades and Section 16 Compliance
| Item | Date | Detail |
|---|---|---|
| Late Form 4 (gift) | May 12, 2023 (filed May 19, 2023) | Reported as late due to clerical error . |
Potential Conflicts & Related‑Party Exposure
- Consulting agreement: Ongoing consulting arrangement pays $14k/month ($168k annually as of 12/31/2024); “All Other Compensation” shows $154k for 2024. This creates related‑party compensation to a sitting director/Chairman Emeritus .
- Significant ownership: 37.2% beneficial ownership as of Oct 6, 2025, conferring substantial influence over corporate actions and director elections .
- Policies: Anti‑hedging/pledging policy prohibits short sales, options trading, trading on margin or pledging/hedging unless pre‑approved; relevant to alignment/hedging risk. No pledging disclosed for Mihaylo .
Governance Assessment
- Board effectiveness: Mihaylo is not on Audit, Compensation, or Nominating committees, which are independently composed; this mitigates direct influence over pay/audit decisions despite his large ownership and consulting ties .
- Independence & alignment: Board majority is independent; Mihaylo’s independence is not explicitly stated. His large stake aligns incentives with shareholders but also concentrates control—dual‑edged for governance risk .
- Attendance: Meets minimum engagement threshold (≥75% attendance) in 2023 and 2024, supporting baseline engagement .
- Director pay mix: For 2024, compensation comprised of option awards ($53k) and consulting fees ($154k), with no cash retainer—equity component aligns with value creation, but consulting payments to a director are a governance sensitivity .
- Clawback and oversight: Company has a Dodd‑Frank‑compliant clawback policy; risk oversight and leadership structure described, with independent committees responsible for audit, compensation, and nominations .
Red Flags
- Related‑party consulting fees to a sitting director/Chairman Emeritus ($14k/month; $154k recorded in 2024 director comp), which may impair perceived independence .
- Very high ownership concentration (37.2%), potentially affecting minority shareholder influence and board dynamics .
- Prior late Form 4 filing (gift) noted in 2023 (clerical error), a minor compliance lapse but worth monitoring .