Todd A. Goergen
About Todd A. Goergen
Todd A. Goergen, age 53, has served on Crexendo’s Board since November 2006. He is the Founder and Managing Partner of The Ropart Asset Management Funds and serves on the Investment Committee of Ropart Investments, LLC. He began his career in M&A at DLJ and later served as Director of M&A at Blyth, Inc. He graduated from Wake Forest University with concentrations in Economics and Political Science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ropart Asset Management Funds | Founder & Managing Partner | Founded in 2001 | Manages private equity portfolio; asset allocation and oversight of outside managers |
| Ropart Investments, LLC | Investment Committee Member | Ongoing | Strategy decisions on active vs. passive, manager returns, investor trends |
| Donaldson, Lufkin & Jenrette (DLJ) | M&A / Corporate Finance | Prior to 2001 | Several billion dollars of buy-side/sell-side transactions |
| Blyth, Inc. | Director of M&A | After DLJ (pre-2001) | Global consumer products; corporate development |
| Crexendo (CXDO) | Director (Class I) | Since Nov 2006; term expires 2027 | See Board Governance below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cura | Director | Ongoing | Board service |
| Fragmob | Director | Ongoing | Board service |
| Heal | Board Observer | Ongoing | Observer (non-director) |
| Global Leadership Foundation | U.S. & International Advisory Councils Member | Ongoing | Governance/leadership advisory |
Board Governance
- Independence: Board determined Goergen is independent under Nasdaq rules .
- Tenure and Classification: Class I director; current term to 2027 annual meeting .
- Committee assignments:
- Compensation Committee: Chair; 5 meetings held in 2024; Committee administers long-term incentive plans and makes executive comp decisions; no external compensation consultant retained in 2024 .
- Audit Committee: Member (Chair: David Williams); 4 meetings held in 2024 .
- Nominating Committee: Member (Chair: Jeffrey Bash); 1 meeting held in 2024 .
- Attendance: In 2024, Board met six times; each director attended at least 75% of Board and committee meetings on which they served .
| Committee | Role | 2024 Meetings | Independence Status | Chair |
|---|---|---|---|---|
| Compensation | Chair | 5 | Independent | Todd A. Goergen |
| Audit | Member | 4 | Independent | David Williams |
| Nominating | Member | 1 | Independent | Jeffrey P. Bash |
Fixed Compensation
| Metric (USD ‘000) | FY 2022 | FY 2024 |
|---|---|---|
| Cash Fees Earned | $16 | $16 |
| Option Awards (Grant-Date Fair Value) | $75.985 | $53 |
| All Other Compensation | $0 | $0 |
| Total | $91.985 | $69 |
- Non-employee directors received $4 thousand per quarter in cash in 2024 (total $16) .
- Director equity form: Stock options priced at 100% of market on grant date; no below-market grants .
Performance Compensation
- For non-employee directors, compensation is not tied to operating metrics; equity is delivered via stock options which only have value if the stock price exceeds the exercise price .
- No director RSU performance plan disclosed; executive RSU performance plan targets (for NEOs) were stock price thresholds ($6.00–$8.50; 10,000 RSUs per threshold per participant), but none were met in 2024 and no grants were issued under that plan .
| Element | Structure | Metric/Trigger | Status |
|---|---|---|---|
| Director Stock Options | Options at at-the-money exercise price | Share price above strike to realize value | Ongoing; annual grants reflected in fair value |
| Director RSUs/PSUs | Not disclosed for directors | N/A | N/A |
| Executive PBP RSU (context) | Stock price thresholds ($6.00–$8.50; 10k RSUs each) | 15 consecutive trading days at/above threshold | None met in 2024 |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Cura | Board | Director | No CXDO-related transactions disclosed |
| Fragmob | Board | Director | No CXDO-related transactions disclosed |
| Heal | Healthcare | Board Observer | No CXDO-related transactions disclosed |
- Related Person Transaction Policy requires independent board approval for transactions >$120,000 involving insiders and immediate family; no related party transactions disclosed involving Goergen .
Expertise & Qualifications
- Domains: Investing, capital allocation, corporate governance; strategic advisory experience .
- Education: Wake Forest University (Economics and Political Science concentrations) .
- Audit Committee financial expert designation: David Williams (Chair), not Goergen .
Equity Ownership
| As of | Shares Owned | Breakdown | Outstanding Options/RSUs (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Oct 6, 2025 | 235,352 | 53,510 personal; 181,842 via Ropart Asset Management FD II LLC | 108,375 | 343,727 | 1.1% |
- Unexercised options as of Dec 31, 2024: 116,500 shares .
- Anti-hedging and pledging policy: Prohibits short sales, options trading, trading on margin, pledging, and hedging unless approved by General Counsel .
Insider Filings Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | All required filings timely except late filings for other insiders; no delinquency disclosed for Goergen |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep investing and capital allocation experience; chairs Compensation Committee and serves on Audit and Nominating, supporting board effectiveness .
- Director compensation heavily equity-oriented (options), aligning pay with stock performance; cash retainer modest ($16k in 2024) .
- Clear insider trading/anti-hedging and clawback policies (clawback effective Nov 30, 2023) that enhance investor protection .
- Strong compliance posture: board/committee meeting cadence disclosed; attendance threshold met by all directors .
-
Potential risks/monitoring points:
- Equity stake includes shares held via family private equity firm (Ropart Asset Management FD II LLC); while no related-party transactions are disclosed, monitor for any business dealings with CXDO to avoid conflicts .
- Compensation Committee did not retain an independent compensation consultant in 2024; while not inherently problematic, independent benchmarking can bolster confidence in pay decisions .
- Not designated as audit committee financial expert; relies on Audit Chair (Williams) for technical oversight .
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Overall signal: Governance policies and equity-aligned director pay are positive; continued transparency on compensation decisions and vigilance around potential interlocks with Ropart holdings will sustain investor confidence .