Louis A. Hoch
About Louis A. Hoch
Louis A. Hoch is Chairman, President, Chief Executive and Operating Officer of Usio. He has served as CEO since August 4, 2016; President, COO, and director since July 1998; and Chairman since September 7, 2022. He is age 59 and holds a BBA in Computer Information Systems and an MBA in International Business Management from Our Lady of the Lake University; he is also a Certified Payments Professional (CPP) and inventor/co‑inventor of U.S. Patent 7,021,530 related to stored‑value card processing. Recent pay-versus-performance disclosures show Compensation Actually Paid to the PEO of $684,307 in 2024 vs $570,214 in 2023, Total Shareholder Return (TSR) value of $54.68 in 2024 vs $100.00 in 2023, and net income of $3,305 thousand in 2024 vs $(475) thousand in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Usio, Inc. | President, COO, Director | Since Jul 1998 | Foundational operating leader across payment processing, large systems development, call center ops, and service bureau ops . |
| Usio, Inc. | Chief Executive Officer | Since Aug 4, 2016 | Leads corporate strategy and execution; chairs board meetings . |
| Usio, Inc. | Chairman of the Board | Since Sep 7, 2022 | Combined CEO/Chairman role shapes governance and strategic prioritization . |
| U.S. Long Distance; Billing Concepts, Inc.; Andersen Consulting | Key management positions (prior to Usio) | Not disclosed | Payments and systems expertise underpin operating credibility . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FiCentive, Inc. (Usio wholly-owned subsidiary) | Chairman of the Board and Chief Executive Officer | Not disclosed | Direct leadership of prepaid initiatives supporting Usio’s product set . |
| Angry Pug Sportswear LLC | 50% Owner | Company purchases in 2023–2024 | Related‑party spend on promotional apparel ($24,389 in 2023; $21,900 in 2024) – governance consideration . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 783,222 | 250,000 | 34,675 | 1,348,447 |
| 2023 | 633,462 | -- | 34,075 | 1,245,037 |
- Contractual base salary in employment agreement: $900,000 per year, subject to increase .
- Perquisites detail (2024; 2023): 401(k) match $13,800; $13,200; life insurance $8,611; $8,809; membership dues $12,265; $12,265 .
Performance Compensation
| Metric / Instrument | Weighting | Target | Actual / Determination | Payout / Grant | Vesting |
|---|---|---|---|---|---|
| Annual bonus (cash) | Not disclosed | Not disclosed | Committee discretion aligned to creating long-term stockholder value | $250,000 (2024) | Cash paid; no vesting. |
| Restricted Stock (grants outstanding) | N/A | N/A | Performance bonus program grants in 2020, 2023, 2024 | See equity grant table below | Cliff vest (10‑year) or scheduled RSU tranches . |
- Company compensation philosophy emphasizes short- and long-term corporate and individual performance with committee discretion; explicit metric weights/targets are not disclosed (smaller reporting company) .
Equity Ownership & Alignment
| Holder | Shares Owned | Rights to Acquire (within 60 days) | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Louis A. Hoch | 2,932,189 | 32,000 | 2,964,189 | 11.1% |
- Shares outstanding basis: 26,789,191 as of April 21, 2025 .
- Hedging/pledging policy: Short sales, margin accounts, pledging, and derivatives are prohibited; implies no pledging of company stock permitted .
- Section 16 compliance: Two forms filed late for four transactions by Mr. Hoch in 2024; noted disclosure (process red flag but not material) .
Outstanding Unvested Equity Awards and Vesting Schedule (as of 12/31/2024)
| Grant Date | Type | Unvested Units (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|---|
| 12/29/2014 | Restricted Stock | 533,334 | 917,332 | Vests 12/29/2024; CoC acceleration . |
| 11/22/2017 | Restricted Stock | 300,000 | 516,000 | Vests 11/22/2027; CoC acceleration . |
| 4/1/2020 | Restricted Stock | 300,000 | 516,000 | Vests 4/1/2030; CoC acceleration . |
| 11/18/2021 | Restricted Stock | 100,000 | 172,000 | Vests 11/18/2031; CoC acceleration . |
| 11/18/2021 | RSU | 20,000 | 34,400 | Two equal tranches on 11/18/2023 and 11/18/2024; CoC acceleration . |
| 2/21/2023 | Restricted Stock | 330,000 | 567,600 | Vests 11/21/2034; CoC acceleration . |
| 2/21/2023 | RSU | 33,000 | 56,760 | 3-year; ends 11/21/2026; CoC acceleration . |
| 6/21/2024 | Restricted Stock | 160,000 | 248,000 | Vests 6/21/2034; CoC acceleration . |
| 6/21/2024 | RSU | 21,000 | 33,550 | Tranches 6/21/2025, 6/21/2026, 6/21/2027; CoC acceleration . |
- Company does not grant stock options or instruments with option-like features per Item 402(x)(1) disclosure; equity program is restricted stock and RSUs .
Near-term vesting and selling pressure indicators
- Tax withholding events on 11/18/2023 (3,927 shares; $6,675) and 12/29/2024 (208,615 shares; $302,492) and 2/24/2024 (4,911 shares; $7,710) for Mr. Hoch indicate periodic sales/withholding connected to vesting; future RSU tranches in 2025–2027 may create additional withholding-related supply .
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement effective date | February 27, 2007, as amended . |
| Role coverage | Vice Chairman, President, CEO & COO; assumed CEO Aug 2016; Chairman Sep 2022 . |
| Base salary (contract) | $900,000 per year unless increased . |
| Bonus/equity eligibility | Eligible to participate in bonus and equity programs commensurate with role . |
| Change-in-control / termination without cause / non-renewal | Separation payments equal: (a) 2.95x base salary and bonus; (b) prorated annual bonus earned YTD; plus (c) 2.0x base salary for non‑compete; plus (d) one year of continuing other benefits; single‑trigger acceleration of stock incentive awards; unvested award acceleration value ≈ $3,134,716 as of 12/31/2024 . |
| Death | 2.95x base salary; continued base salary payments for up to 36 months reduce deferred compensation; equity continues vesting per schedules . |
| Disability | Base salary via disability benefits for 36 months; equity continues vesting; no further compensation for non‑compete/non‑solicit/disparagement . |
| Clawback | Adopted in compliance with Dodd‑Frank, Exchange Act Rule 10D‑1, Nasdaq Rule 5608, effective Nov 6, 2023 . |
| Hedging/pledging | Prohibited: short sales, margin accounts, pledging, options/derivatives on company stock . |
Board Governance
- Board service history: Director since 1998; Chairman since 2022; currently Class I Director with term expiring at 2027 annual meeting .
- Committees: Compensation Committee comprised solely of independent directors; Audit Committee chaired by Blaise C. Bender (receives additional $15,000 per year) .
- Dual role implications: Combined CEO/Chairman structure with independent director majority, regular executive sessions of independent directors, and annual CEO/Chairman evaluations by independent directors to provide oversight; independence status for Hoch: not independent as a management director .
- Director compensation: Mr. Hoch received no director fees due to his employee status; non‑employee directors receive meeting fees and RSUs per independent director agreements .
Performance & Track Record
| Year | Compensation Actually Paid to PEO ($) | TSR Value of Initial $100 ($) | Net Income ($ in thousands) |
|---|---|---|---|
| 2024 | 684,307 | 54.68 | 3,305 |
| 2023 | 570,214 | 100.00 | (475) |
| 2022 | (2,979,368) | 61.80 | (5,483) |
- Pay-versus-performance reconciliation methodology per SEC rules; figures reflect fair value changes of awards rather than cash received .
Related Party Transactions and Other Indicators
- Related-party spend: $21,900 (2024) and $24,389 (2023) to Angry Pug Sportswear LLC, 50% owned by Mr. Hoch .
- Section 16 late filings: Two late forms for four transactions by Mr. Hoch in 2024 .
Investment Implications
- Alignment: Hoch’s 11.1% beneficial ownership and prohibited pledging/hedging policies align incentives with shareholders; however, single‑trigger equity acceleration on change‑of‑control (≈$3.13M) plus 2.95x salary+bonus severance could increase deal costs and governance risk .
- Pay structure: Mix includes discretionary bonus and long‑dated restricted stock/RSUs; absence of explicit, weighted operating metrics (e.g., revenue/EBITDA targets) limits pay‑for‑performance transparency and may reduce signal quality for traders focused on KPI‑linked payouts .
- Selling pressure: RSU tranches vesting in 2025–2027 and observed tax-withholding transactions suggest periodic insider‑related supply; monitor Form 4s around vest dates (e.g., 6/21 annually) for near‑term flow signals .
- Governance: Combined CEO/Chair role with independent oversight mechanisms in place; audit chair paid separately; compensation committee is independent—but dual role remains a common investor concern; note late Section 16 filings as a minor process red flag .
- Performance: 2024 net income positive ($3.3M) while TSR value ($54.68) reflects share price pressure; watch whether future incentive design incorporates clearer operating metrics to reinforce execution and value creation .
Notes
- All data above is drawn directly from Usio’s 2025 DEF 14A proxy statement and related sections as cited.