DEF 14A of Asure Software Inc, Apr 2, 2026

DEF 14A of Asure Software Inc

Filed Apr 2, 2026 · FY20250001628280-26-023137

Open on EDGAR

  1. ITEM 1 - ELECTION OF DIRECTORS

    ITEM 1 - ELECTION OF DIRECTORS The first proposal to be voted on at the Annual Meeting is the election of directors. Our board of directors currently consists of seven members, each with a term expiring at the Annual Meeting. Our board has nominated our seven incumbent directors for election at the Annual Meeting as follows:

  2. ITEM 1 - ELECTION OF DIRECTORS

    | • | Benjamin Allen | • | Grace Lee | | • | W. Carl Drew | • | Bradford Oberwager | | • | Daniel Gill | • | Bjorn Reynolds | | • | Patrick Goepel | | |

  3. ITEM 1 - ELECTION OF DIRECTORS

    Directors are elected annually and serve a one-year term or until their successors are duly elected and qualified. Each of our director nominees has consented to being named in this proxy statement and has consented to serve as a director of the Company if elected. There are no family relationships among our directors and executive officers. The Board of Directors recommends voting “FOR” each director nominee. Generally, the Nominating and Governance Committee recommends director nominations and reviews nominees against the skills and characteristics that are required of our board members. The Nominating and Governance Committee focuses on a candidate’s expertise in the Company’s industry and experience in technology, business, legal matters, and finance. We look at a candidate’s education, skills, business experience, administration experience, and other appropriate factors given the current needs of the board and the Company. Our goal is to maintain a balance among board members of industry knowledge, experience, and ability to map out successful strategies for the Company’s business. Nominees for the board should have the highest personal and professional ethics, integrity, and values and be committed to representing the long-term interests of stockholders. They should be forward-thinking, possess critical analysis skills, and exhibit independence and practical judgment on issues. Evaluation of candidates for all nominees, whether submitted by a board member or a stockholder, generally involves reviewing background materials, internal discussions among committee members, and interviewing selected candidates as appropriate. Upon selecting a qualified candidate, the Nominating and Governance Committee recommends the candidate for the board’s consideration. Our board handled the duties delegated to our Nominating and Governance Committee in calendar year ended December 31, 2025. In recommending the nominees for election at this Annual Meeting, the board evaluated our directors against the criteria stated above and found that all of our directors contribute to the board through their expertise and experience and diversity of backgrounds. Additionally, the board, acting as our Nominating and Governance Committee, noted that one of our director nominees is female, which is approximately 14% of our board. Additionally, approximately 14% of our board is ethnically diverse. Stockholders may recommend a candidate for our board by writing to the attention of the Secretary, Asure Software, Inc., 405 Colorado Street, Suite 1800, Austin, Texas 78701, specifying the candidate’s name and qualifications for board membership. All recommendations are submitted to the Nominating and Governance Committee. For the board to consider a candidate for nomination at the 2027 Annual Meeting, stockholders must submit a written recommendation by March 13, 2027, but not earlier than February 11, 2027. Each submission must, among other things, include: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class and number of shares of the Company which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the Company which are beneficially owned by such person. Recommended candidates may be required to provide additional information, including the number of shares of common stock of the Company beneficially owned. While our board of directors has not adopted a formal diversity policy or specific standards with regard to the selection of director nominees, the board of directors believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background, and professional experiences in evaluating board candidates. The full board then selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the Annual Meeting. The board reviews and considers any candidates submitted by a stockholder or stockholder group in the same manner as all other candidates. Each nominee has consented to serve until the next annual stockholder meeting, if elected, or until his or her successor is elected and qualified. If any director is unable to stand for re-election after distribution of this proxy statement, the board may reduce its size or designate a substitute. If the board designates a substitute, proxies voting on the original director candidate will be cast for the substituted candidate. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A plurality of the votes cast in person or by proxy by the holders of common stock represented at the Annual Meeting is required to elect a director. The seven nominees receiving the highest number of affirmative votes of the shares which are present or represented by proxy at the Annual Meeting and entitled to vote for the election of director will be elected to our board.

  4. BIOGRAPHICAL INFORMATION REGARDING NOMINEES

    BIOGRAPHICAL INFORMATION REGARDING NOMINEES The following table sets forth certain information concerning the director nominees:

  5. BIOGRAPHICAL INFORMATION REGARDING NOMINEES

    | Nominee | Age | Present Office(s) Held in Our Company | Director Since | | Patrick Goepel(1) | 64 | Chairman of the Board and Chief Executive Officer | 2009 | | Benjamin Allen(2)(3)(4) | 61 | None | 2020 | | W. Carl Drew(2)(3) | 66 | None | 2020 | | Daniel Gill(2)(5) | 62 | Lead Independent Director | 2017 | | Grace Lee(2)(4)(6) | 58 | None | 2020 | | Bradford Oberwager(2)(4) | 56 | None | 2018 | | Bjorn Reynolds(2)(3)(6) | 50 | None | 2020 |

  6. BIOGRAPHICAL INFORMATION REGARDING NOMINEES

    (1) Chairman of the Board (2) Independent board member as determined by the board of directors of the Company (3) Audit Committee Member (4) Compensation Committee Member (5) Lead Independent Director (6) Nominating and Governance Committee Member The following information regarding the principal occupations and other employment of the nominees during the past five years and their directorships in certain companies is as reported by the respective nominees. Benjamin Allen joined our board of directors in August 2020. Mr. Allen served as CEO of WorldAware, a technology company, from June 2017 to July 2020 during which time he led the successful sale of WorldAware to GardaWorld, a global security company, in July 2020. Before that, he served as President for Marsh & McLennan Agency LLC, an insurance company, from March 2013 to June 2017 and as Chief Innovation Officer from May 2011 to March 2013. He also served as President and CEO of Kroll, Inc., a professional services company, from March 2008 to January 2011. Prior to Kroll's acquisition of ONTRACK, he served as president and CEO of ONTRACK Data International, Inc. (Nasdaq: ONDI). Mr. Allen began his career with human capital management (“HCM”) provider Ceridian where he advanced from sales to national leadership positions including marketing, operations, and IT. Mr. Allen received his BA in Finance from Washington State University. As a technologist turned CEO, with a background in HCM, Mr. Allen brings a unique skillset having successfully grown several tech-businesses. This background and experience makes Mr. Allen well-qualified to serve as a director. W. Carl Drew joined our board of directors in April 2020. Mr. Drew has served as President, Chief Operating Officer, and Chief Financial Officer of Harvard Maintenance, a building services company, since August 2014. Mr. Drew retired from Harvard Maintenance in 2023. He has broad experience in building world-class accounting and finance teams, developing the strategic planning and analysis functions, integrating cross-discipline process improvements, and leading and managing strategic mergers and acquisitions. Prior to joining Harvard Maintenance, Mr. Drew has served as Chief Financial Officer of several private and public companies, including CompuPay, Inc., a payroll services company, from 2006 to 2013; Interval International, Inc. from 1998 to 2006; and Pollo Tropical, Inc. from 1996 to 1998. He began his career as a CPA at Ernst and Young (formerly Ernst and Whinney) in the computer audit field. Mr. Drew’s leadership experience and his skills relating to financial statements and accounting makes him well-qualified to serve as a director. Mr. Drew is an audit committee financial expert. Daniel Gill has served as a director since June 2017 and was appointed Lead Independent Director in August 2020. Mr. Gill is a founding managing partner of Silver Oak Services Partners, a private equity limited partnership with over $1.0 billion of capital under management, which focuses exclusively on business, consumer, and healthcare services companies. Prior to the formation of Silver Oak Services Partners in November 2005, Mr. Gill was a founding partner and managing director of Willis Stein & Partners, a private equity limited partnership with approximately $3B of capital under management. Mr. Gill and four other partners formed the firm in 1995 after successful careers together at CIVC, a subsidiary of Bank of America (formerly Continental Bank). Prior to CIVC, Mr. Gill worked in the Corporate Finance Department of Kidder, Peabody & Co. Mr. Gill received an M.B.A. from the University of Chicago, Graduate School of Business and holds a B.A. degree in Economics from Bucknell University. Mr. Gill brings to our board strong leadership experience combined with strategic and financial expertise. In addition, Mr. Gill brings extensive advisory experience as he currently sits on the board of directors of over ten companies and has previously served on the boards of an additional nineteen companies including iSystems, which was acquired by Asure in 2017. Patrick Goepel was elected to our board of directors in August 2009. He was subsequently appointed as Interim Chief Executive Officer on September 15, 2009, and became Chief Executive Officer as of January 1, 2010. On August 11, 2020, he was elected Chairman of our board of directors. Prior to joining Asure, he served as Chief Operating Officer of Patersons Global Payroll. Previously, he was the President and Chief Executive Officer of Fidelity Investment’s Human Resource Services Division from 2006 to 2008; President and Chief Executive Officer of Advantec from 2005 to 2006; and Executive Vice President of Business Development and US Operations at Ceridian from 1994 to 2005. A former board member of Clearfield, Inc., Mr. Goepel currently serves on the board of directors of APPD Investments, Joynd Cloud Connectors, Summit Hosting Holdco, LLC and SafeGuard World International, Ltd. Mr. Goepel brings to our board extensive knowledge and experience in the Company’s industry; deep knowledge of the Company’s day-to-day operations, strategic priorities, and markets; and extensive experience as a board member of private emerging growth companies. Grace Lee joined our board of directors in August 2020. Ms. Lee is the Chief People Officer for Coherent Corporation (NYSE:COHR), joining in November 2024, where she is responsible for the strategic leadership of global Human Resources, Diversity, Equity and Inclusion. Prior to that, she served as Executive Vice President, Chief Human Resources and Diversity Officer for Lumentum Holdings from August 2021 to November 2024, and as senior vice president and the Chief Human Resources and Diversity Officer at Cubic Corporation from October 2018 to August 2021. Prior to joining Cubic, she held similar roles at Charles River Laboratories, a publicly traded biotechnology company, from June 2016 to October 2018; Beckman Coulter, a Danaher operating company, from November 2014 to June 2016; TTM Technologies from November 2010 to November 2014; and IMI Severe Service (now IMI Critical Engineering) from July 2007 to November 2010. Ms. Lee received her master’s degree in human resources from Cornell University’s ILR School, her master’s degree in Global Leadership from the University of San Diego School of Business, and her bachelor’s degree in Communications from the University of the Philippines. She has been recognized as one of the top 50 chief diversity officers from the National Diversity Council. Ms. Lee brings significant HCM depth to our board of directors. Bradford Oberwager has served as a director since November 2018. Mr. Oberwager serves as Executive Chairman of both Linden Lab, the original Metaverse virtual world and Tilia.io a fintech company focused on virtual world payments. He is also founder and Chairman of Sundia Corporation, a consumer packaged goods business that he founded in December 2004. Previously, Mr. Oberwager founded and ran Jyve, a Silicon Valley based technology company revolutionizing labor, staffing, and merchandising, which was acquired by Advantage Solutions in 2021. He also owned and was CEO of Bare Snacks from December 2010 to September 2014 and which was listed on the Inc. 500 list for 2010 and 2011 and acquired in 2018 by PepsiCo. Mr. Oberwager received his BS in Finance from Georgetown University and his MBA in Strategic and Entrepreneurial Management from the Wharton School of Business, University of Pennsylvania. Mr. Oberwager brings financial expertise combined with strategic experience and strong leadership skills. Mr. Oberwager is a co-founder and director of five companies and has founded and successfully sold three businesses.

  7. BIOGRAPHICAL INFORMATION REGARDING NOMINEES

    Bjorn Reynolds joined our board of directors in April 2020. Mr. Reynolds is the founder of SafeGuard World International, Ltd., a US based international payroll services and PEO company and a licensee of our Asure HCM software, and has served as its Chief Executive Officer since its inception in January 2006. Mr. Reynolds is a highly experienced leader in the global payroll industry. Mr. Reynolds was nominated for the EY Entrepreneur of the Year 2018 award, recognized in 2016 as Payroll World’s Top 50 Most Influential People in Payroll, and received Workforce Management’s “Game Changer” award in 2012 for outstanding innovation in the HR market. Between 2000 and 2005, Mr. Reynolds served as a director of sales and marketing of Ceridian. From 1997 to 2000, Mr. Reynolds served as branch manager of HFC Bank (part of the Global HSBC Group). Mr. Reynold’s management and leadership experience, along with his deep knowledge of the global payroll industry, makes him well-qualified to serve as a director.

  8. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    NON-EMPLOYEE DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation paid to the non-employee directors for the year ended December 31, 2025 (includes amounts that were earned in calendar year ended December 31, 2024, and paid in 2025) (whole dollars):

  9. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | Total | | Daniel Gill | $50,000 | $72,170 | $— | $122,170 | | Bradford Oberwager | $50,000 | $72,170 | $— | $122,170 | | Bjorn Reynolds | $45,000 | $72,170 | $— | $117,170 | | W. Carl Drew | $50,000 | $72,170 | $— | $122,170 | | Benjamin Allen | $45,000 | $72,170 | $— | $117,170 | | Grace Lee | $47,500 | $72,170 | $— | $119,670 |

  10. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (1) On March 3, 2025, Mr. Drew, Mr. Reynolds, Ms. Lee, Mr. Allen, Mr. Gill, and Mr. Oberwager were each granted restricted stock units of 7,000 shares of our common stock. These restricted stock units vested on March 3, 2026. The amounts in this column represent the fair value of the restricted stock units as of the grant date as computed in accordance with FASB ASC Topic 718 (“ASC 718”) and SEC disclosure rules, excluding the impact of estimated forfeitures related to service-based vesting. Refer to Note 9, “Stockholders’ Equity, Employee Benefit Plans and Share-Based Compensation” in the Notes to the Consolidated Financial Statements included in our Form 10-K filed on February 26, 2026, for the relevant assumptions used to determine the valuation of our awards. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards. The following table shows the aggregate number of stock and option awards outstanding for each of our non-employee directors as of December 31, 2025 (whole shares):

  11. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Restricted Stock Unit Awards(1) | Option Awards(2) | | Daniel Gill | 7,000 | 5,000 | | Bradford Oberwager | 7,000 | 1,932 | | Bjorn Reynolds | 7,000 | 5,000 | | W. Carl Drew | 7,000 | — | | Benjamin Allen | 7,000 | 5,000 | | Grace Lee | 7,000 | — |

  12. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    (1) None of the restricted stock units were vested as of December 31, 2025. (2) All of the options were vested as of December 31, 2025. Pursuant to our non-employee director compensation policy adopted in 2020 and in effect for calendar year 2025, an annual retainer of $45,000 is paid to each independent director and while our non-employee director compensation policy does not provide for stock option or other equity award grants, our board of directors expects to make annual equity grants to our independent directors. No additional fees are paid for attendance at meetings. During 2025, we also paid the following additional annual retainers for service as committee chairs and for our Lead Independent Director:

  13. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Lead Independent Director | $5,000 | per annum | | Audit Committee Chair | $5,000 | per annum | | Compensation Committee Chair | $5,000 | per annum | | Nominating and Governance Committee Chair | $2,500 | per annum |

  14. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Upon the recommendation of our Compensation Committee and with the guidance of our independent compensation consultant, our board of directors modified our non-employee director compensation policy to (a) increase the annual retainers paid to our Lead Independent Director and our committee chairs, (b) add an annual retainer in recognition of each director’s services on our committees, and (c) align the timing of payment of the cash portion of our non-employee director compensation and the issuance of annual grants with our annual meeting. These changes will take effect following our 2026 annual meeting. Specifically, we will continue to pay each non-employee director an annual retainer of $45,000 and will pay the following annual retainers for our Lead Independent Director, committee chairs, and committee members:

  15. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Lead Independent Director | $15,000 | per annum | | Audit Committee Chair | $20,000 | per annum | | Audit Committee Member | $10,000 | per annum | | Compensation Committee Chair | $15,000 | per annum | | Compensation Committee Member | $5,000 | per annum | | Nominating and Governance Committee Chair | $10,000 | per annum | | Nominating and Governance Committee Member | $4,000 | per annum |

  16. NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    Chairs of committees will not receive the annual retainer for committee members and we will not pay fees to directors for their attendance at meetings. Our board of directors does expect to make annual equity grants to its directors for their service to the board, with those grants being issued in connection with our annual meetings and having a target value of $140,000. Mr. Goepel, as a director who is also our employee, does not receive any separate cash or equity compensation for his service as a director.

  17. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION The compensation of our named executive officers is determined by the Compensation Committee with the guidance of its independent compensation consultant, Compensia. The Compensation Committee intends that its executive compensation practices and principles are aligned with the executive compensation of its peer companies and that those practices and principles are fair and reasonable. These principles align with the Company’s strategic initiatives, balance both individual and company performance, and seek to provide competitive wages and benefits with consistent position in the median range of the most relevant markets to its named executive officers based on their roles, responsibilities, skills, and performance. Specifically, the Compensation Committee’s goal is to ensure this program: •Closely aligns our executive compensation with stockholder value creation, avoiding plans that encourage our executives to take excessive risk while driving long-term value to stockholders; •Supports our long-term business strategy by ensuring that performance objectives are consistent with driving long-term stockholder value; •Recognizes that the portion of a named executive officer’s compensation that is at-risk and performance-based should be tied to the level of that individual’s responsibility and their ability to control the achievement of performance objectives; •Emphasizes equity-based compensation over cash compensation; •Allows us to recruit and retain a top-tier executive team in a competitive industry and to motivate our executive team to achieve superior performance over sustained period; and •Provides a competitive compensation opportunity while adhering to market standards for compensation. The Compensation Committee periodically reviews the compensation principles used for setting the total cash compensation and equity incentive compensation for the named executive officers, in consultation with Compensia. The Company also periodically compares the components of its compensation with its peer companies and those of its competitors to ensure that compensation remains competitive and continues to attract, retain, and motivate a skilled and diverse workforce. Based on the most recent review, with respect to compensation for fiscal year 2025, the Compensation Committee, with the guidance of Compensia, compared our named executive officers’ compensation with that of other U.S. public companies in the technology space and having annual revenues between $50 million to $200 million (the “Sub 200 Peer Companies”) and those U.S. public companies in the technology space having annual revenues between $200 million and $500 million (the “200+ Peer Companies” and together with the Sub 200 Peer Companies, the “Peer Companies”). Given that the Company is growing in size, the Compensation Committee believes that reviewing both peer classes would provide more comparable data in evaluating the Company’s executive compensation programs. Based on this analysis, the Compensation Committee determined that the compensation of our named executive officers was below the median of compensation for similar positions at the Peer Companies. Specifically: •Base Salaries for named executive officers approximate the 20% percentile of the Sub-200 Peer Companies and the 10% percentile of the 200+ Peer Companies, on average; •Target cash bonuses for named executive officers approximate the 40% percentile of the Sub-200 Peer Companies and the 10% percentile of the 200+ Peer Companies, on average; and •On a grant-value basis, Asure’s 2025 equity grants for its named executive officers are positioned at the 25% percentile of the Sub-200 Peer Companies and the 10% percentile of the 200+ Peer Companies, on average. For purposes of the above, this analysis also included the compensation of two additional members of the executive team who are not named executive officers. Thus, the averages included the compensation for those individuals as well. The Compensation Committee may exercise its discretion in modifying any recommended compensation adjustments or awards to such named executive officers.

  18. COMPONENTS OF EXECUTIVE COMPENSATION

    COMPONENTS OF EXECUTIVE COMPENSATION We offer our named executive officers’ compensation in the following forms: •Base salaries to compensate individuals for their day-to-day responsibilities, •Variable compensation in the form of performance-based bonuses that are directed to drive targeted corporate business goals and annual objectives; and •Equity compensation in the form of RSUs and PSUs in order to foster focus of our named executive officers on long-term objectives.

  19. VARIABLE COMPENSATION UNDER ANNUAL BONUS PLAN

    VARIABLE COMPENSATION UNDER ANNUAL BONUS PLAN We maintain a variable compensation plan in the form of an annual cash bonus plan to reward the performance of our named executive officers in achieving our corporate goals and to primarily align this element of pay for our named executive officers with corporate performance. For fiscal year 2025, the Compensation Committee established the following corporate performance measures based 50% upon Total Revenues and 50% upon Adjusted EBITDA targets to assess the cash bonus opportunity for each named executive officer:

  20. VARIABLE COMPENSATION UNDER ANNUAL BONUS PLAN

    | Achievement Level | Total Revenue | Adjusted EBITDA(1) | Corresponding Payout as % of Target (for each metric) | | Threshold | $131,000,000 | $30,000,000 | 50% | | Target | $138,000,000 | $32,500,000 | 100% | | Maximum | $145,000,000 | $35,000,000 | 200% |

  21. VARIABLE COMPENSATION UNDER ANNUAL BONUS PLAN

    (1) Adjusted EBITDA is a non-GAAP financial measure that the Company uses to measure its performance. See the Company’s current report on Form 8-K furnished with the SEC on February 26, 2026, for information about how the Company calculates adjusted EBITDA. In determining the targets and payouts under the annual cash bonus plan, the Compensation Committee identified performance criteria it views as the most applicable measures of Company performance and set targets that it believes provided appropriate incentives for the named executive officers with respect to 2025 objectives. Based on actual performance for fiscal year 2025, the Company achieved $140,541,000 in Total Revenue and $32,023,000 in Adjusted EBITDA. Therefore, our named executive officers were eligible for a payout at approximately 110% of target, as they had exceeded the target achievement level for total revenue but were short of the target achievement level for adjusted EBITDA. However, the Compensation Committee determined that since the level of achievement reached was materially impacted by the business combination that took place during fiscal year 2025 and since that transaction was not considered when establishing the performance metrics and targets, it was in the best interest of the Company to adjust the performance targets for the payment of the cash bonus. As a result, the Compensation Committee determined that our named executive officers had earned and would be paid the following cash bonuses under our annual cash bonus plan for fiscal year 2025, which were paid in fiscal year 2026:

  22. VARIABLE COMPENSATION UNDER ANNUAL BONUS PLAN

    | Named Executive Officer | Fiscal Year 2025 Cash Bonus Opportunity (as a % of Base Salary) | Fiscal Year 2025 Target Bonus Opportunity | Fiscal 2025 Bonus Payment Paid in Fiscal 2026 (as a percentage of Base Salary) | Fiscal Year 2025 Bonus Payment Paid in Fiscal Year 2026 | Fiscal Year 2025 Bonus Payment (as a percentage of target) | | Patrick Goepel | 100% | $475,000 | 50% | $237,500 | 50% | | Eyal Goldstein | 80% | $360,000 | 40% | $180,000 | 50% | | John Pence | 70% | $280,000 | 35% | $140,000 | 50% |

  23. EQUITY COMPENSATION

    EQUITY COMPENSATION For fiscal year 2025, the equity compensation issued to each of our named executive officers consisted of an equal mix of RSUs, which vest in equal annual installments over a three-year period, and PSUs, which amount settles based on the achievement of certain performance measures described below and subsequently vest over a three-year period. The Compensation Committee believes that providing a substantial amount of compensation in the form of equity, with a mix of RSUs and PSUs, appropriately aligns the interests of our named executive officers with stockholders. The Compensation Committee believes that time-based RSUs vesting over a three-year period support retention of our named executive officers and focuses them on the Company’s long-term success. For fiscal year 2025, the Compensation Committee determined that our named executive officers would be granted the following RSUs under the 2018 Plan as of January 1, 2025 (the “Grant Date”):

  24. EQUITY COMPENSATION

    | Named Executive Officer | Fair Value of Award(1) | Number of Shares Granted(2) | | Patrick Goepel | $757,600 | 80,000 | | Eyal Goldstein | $530,320 | 56,000 | | John Pence | $378,800 | 40,000 |

  25. EQUITY COMPENSATION

    (1) The fair value of each award was determined by multiplying the number of shares granted by the closing price of our common stock on the Grant Date. (2) Vest one-third on the first anniversary of the Grant Date and in eight quarterly installments thereafter, subject to continued service through each applicable vesting date. The Compensation Committee includes PSUs in its compensation structure as an emphasis on pay for performance. Named executive officers receive a target grant of PSUs which settle in RSUs based on the achievement of corporate goals, similar to the Annual Bonus Plan. Following settlement, the PSUs vest over a three-year period. For fiscal year 2025, the Compensation Committee granted PSUs that convert into RSUs between 0% and 200% as of the Grant Date. The Compensation Committee established the corporate performance measures set forth in the table below based 50% upon Recurring Revenue and 50% upon Non-GAAP Gross Profit targets to determine the conversion rate of granted PSUs. The Compensation Committee believes that achievement of Recurring Revenue and Non-GAAP Gross Profit targets are important indicators of Company performance and that prioritizing these measures supports our long-term success.

  26. EQUITY COMPENSATION

    | Achievement Level | Recurring Revenue | Non-GAAP Gross Profit(1) | Corresponding Payout as % of Target (for each metric) | | Threshold | $128,000,000 | $90,000,000 | 50% | | Target | $135,000,000 | $97,000,000 | 100% | | Maximum | $142,000,000 | $104,000,000 | 200% |

  27. EQUITY COMPENSATION

    (1) Non-GAAP Gross Profit is a non-GAAP financial measure that the Company uses to measure its performance. See the Company’s current report on Form 8-K furnished with the SEC on February 26, 2026, for information about how the Company calculates non-GAAP Gross Profit. In selecting these target amounts, the Compensation Committee sought to motivate our named executive officers without encouraging undue risk taking. Based on actual performance for fiscal year 2024, the Company achieved $127,288,000 in Recurring Revenue and $102,971,000 in Non-GAAP Gross Profit. Therefore, our named executive officers were eligible for a payout at approximately 90% of target, as they had exceeded the target achievement level for non-GAAP gross profit but were short of the threshold achievement level for recurring revenue. However, the Compensation Committee determined that since the level of achievement reached was materially impacted by the business combination that took place during fiscal year 2025 and since that transaction was not considered when establishing the performance metrics and targets, it was in the best interest of the Company to adjust the performance targets for the conversion of the PSUs. As a result, the Compensation Committee determined that the PSUs granted to our named executive officers would convert to the following amounts of RSUs, which were paid on February 26, 2026 (the “Final Payment Date”):

  28. EQUITY COMPENSATION

    | Named Executive Officer | Fair Value of Target Award(1) | Target Number of Shares Granted | Fair Value of Paid Award(1) | Paid Number of Shares Granted(2) | Fiscal Year 2025 PSUs Paid (as a percentage of target) | | Patrick Goepel | $1,136,400 | 120,000 | $1,136,400 | 120,000 | 100% | | Eyal Goldstein | $795,480 | 84,000 | $795,480 | 84,000 | 100% | | John Pence | $568,200 | 60,000 | $568,200 | 60,000 | 100% |

  29. EQUITY COMPENSATION

    (1) The fair value of each award was determined by multiplying the number of shares granted by the closing price of our common stock on the Grant Date. (2) Vest 38.89% on the Final Payment Date and in equal installments on the first of each calendar month thereafter through January 1, 2028, Date subject to continued service through each applicable vesting date.

  30. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has generally granted such awards once a year to directors and executive officers. In addition to the annual grants of equity awards, equity awards may be granted at other times during the year to newly hired or promoted employees, and in other special circumstances. In 2025, we did not grant any stock options, stock appreciation rights, or similar option-like instruments.

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows the compensation awarded or paid to, or earned by, our Chief Executive Officer and our two most highly compensated executive officers serving in such capacity on December 31, 2025. We refer to these employees collectively as our “named executive officers.”

  32. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation(3) | Total | | Patrick Goepel | 2025 | $475,000 | $237,500 | $1,894,000 | $— | $— | $31,500 | $2,638,000 | | Chief Executive Officer | 2024 | $450,000 | $302,400 | $1,072,759 | $— | $— | $31,050 | $1,856,209 | | Eyal Goldstein | 2025 | $450,000 | $180,000 | $1,325,800 | $— | $— | $90,900 | $2,046,700 | | Chief Revenue Officer | 2024 | $425,000 | $228,480 | $842,881 | $— | $— | $86,110 | $1,582,471 | | John Pence | 2025 | $400,000 | $140,000 | $947,000 | $— | $— | $31,500 | $1,518,500 | | Chief Financial Officer | 2024 | $385,000 | $181,104 | $613,002 | $— | $— | $31,050 | $1,210,156 |

  33. SUMMARY COMPENSATION TABLE

    (1) Constitutes annual performance-based bonuses paid to the named executive officer pursuant to the Company’s performance-based cash bonus program in which each of our named executive officers participates and includes amounts earned in 2024 but paid in 2025 and earned in 2025 but paid in 2026. (2) The amounts reported in this column represent the aggregate value of the restricted stock units and performance stock units based on their grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. Refer to Note 9, “Stockholders’ Equity,” in the Notes to the Consolidated Financial Statements appearing in our annual report on Form 10-K filed on February 26, 2026 for the relevant assumptions used to determine the valuation of our stock awards. (3) Amounts in this column include the dollar value of any non-elective safe harbor contributions made by the Company to the 401(k) account of the named executive officer during the calendar year, a discretionary profit sharing contribution per executive officer earned in the year reported, but paid in the following year and living expenses for Mr. Goldstein’s apartment in Austin, Texas of approximately $59,000 and $55,000 during calendar years 2025 and 2024, respectively.

  34. OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT YEAR END TABLE The following table sets forth information concerning unexercised options and stock awards for each of the named executive officers listed in the Summary Compensation Table, outstanding as of December 31, 2025:

  35. OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | | Patrick Goepel | 5/13/2021(1) | 60,000 | — | $7.86 | 5/13/2026 | | | | | 3/16/2022(3) | 90,000 | — | $6.74 | 3/16/2027 | | | | | 1/1/2023(4) | — | — | $— | | 4,164 | $39,225 | | | 1/1/2023(5) | — | — | $— | | 33,332 | $313,987 | | | 1/1/2024(6) | — | — | $— | | 29,168 | $274,763 | | | 1/1/2024(7) | — | — | $— | | 32,445 | $305,632 | | | 1/1/2025(8) | — | — | $— | | 80,000 | $753,600 | | | 1/1/2025(9) | — | — | $— | | 120,000 | $1,130,400 | | Eyal Goldstein | 5/13/2021(1) | 60,000 | — | $7.86 | 5/13/2026 | | | | | 12/27/2021(2) | 100,000 | — | $7.72 | 12/27/2026 | | | | | 3/16/2022(4) | 40,000 | — | $6.74 | 3/16/2027 | | | | | 1/1/2023(4) | — | — | $— | | 3,750 | $35,325 | | | 1/1/2023(5) | — | — | $— | | 30,000 | $282,600 | | | 1/1/2024(6) | — | — | $— | | 22,918 | $215,888 | | | 1/1/2024(7) | — | — | $— | | 25,492 | $240,135 | | | 1/1/2025(8) | — | — | $— | | 56,000 | $527,520 | | | 1/1/2025(9) | — | — | $— | | 84,000 | $791,280 | | John Pence | 5/12/2021(1) | 60,000 | — | $7.86 | 5/13/2026 | | | | | 3/16/2022(3) | 60,000 | — | $6.74 | 3/16/2027 | | | | | 1/1/2023(4) | — | — | $— | | 2,500 | $23,550 | | | 1/1/2023(5) | — | — | $— | | 20,000 | $188,400 | | | 1/1/2024(6) | — | — | $— | | 16,668 | $157,013 | | | 1/1/2024(7) | — | — | $— | | 18,540 | $174,647 | | | 1/1/2025(8) | — | — | $— | | 40,000 | $376,800 | | | 1/1/2025(9) | — | — | $— | | 60,000 | $565,200 |

  36. OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

    (1) Represents grant of non-qualified stock options issued to Mr. Goepel, Mr. Goldstein, and Mr. Pence on May 13, 2021, which non-qualified stock options vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. (2) Represents grant of non-qualified stock options issued to Mr. Goldstein on December 27, 2021, which non-qualified stock options vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. (3) Represents grant of non-qualified stock options issued to Mr. Goepel, Mr. Goldstein, and Mr. Pence on March 16, 2022, which non-qualified stock options vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal monthly installments, with the last such vesting date being the third anniversary of the grant date. (4) Represents grant of restricted stock units that vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42. (5) Represents grant of performance stock units, which were paid in restricted stock units at a conversion rate of 1 performance stock unit equals 2 restricted stock units. The restricted stock units will vest 1/3 on the conversion date, 1/3 vest on January 2, 2025, and the remaining 1/3 vest on January 2, 2026. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42. (6) Represents grant of restricted stock units that vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42. (7) Represents grant of performance stock units, which were paid in restricted stock units at a conversion rate of 1 performance stock unit equals 0.69525 restricted stock units. The restricted stock units will vest 1/3 on the conversion date, 1/3 vest on January 2, 2026, and the remaining 1/3 vest on January 2, 2027. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42. (8) Represents grant of restricted stock units that vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42. (9) Represents grant of performance stock units, which were paid in restricted stock units at a conversion rate of 1 performance stock unit equals 1 restricted stock unit. The restricted stock units will vest 38.89% on the conversion date, with the remainder vesting in equal installments on the first of each calendar month through January 1, 2028. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2025, which was $9.42.

  37. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE The following table presents, for each of the three most recent years:

  38. PAY VERSUS PERFORMANCE DISCLOSURE

    | ◦total compensation, as calculated in the Summary Compensation Table (“SCT”), for our CEO (“Principal Executive Officer” or “PEO”) and an average for our other Named Executive Officers (“Non-PEO NEOs”); | | ◦compensation actually paid (“CAP”) to the PEO and Non-PEO NEOs, an SEC prescribed calculation which adjusts total compensation for the items described below and which does not equate to realized compensation; | | ◦our cumulative total shareholder return since the last trading day before the earliest year presented; and | | ◦our net income. |

  39. Pay Versus Performance Table

    Pay Versus Performance Table Included in the table below is the annual compensation paid to our executives and our financial performance for each of the three previous years.

  40. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(4) | Net Loss (in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $2,638,000 | $2,640,143 | $1,782,600 | $1,783,649 | $100.86 | $(13,126) | | 2024 | $1,856,209 | $1,867,436 | $1,396,313 | $1,394,213 | $100.75 | $(11,773) | | 2023 | $2,632,515 | $3,548,853 | $2,017,222 | $2,764,408 | $101.93 | $(9,214) |

  41. Pay Versus Performance Table

    (1)For the years 2025, 2024 and 2023, this is the total compensation, as disclosed in the Summary Compensation Table above, for Mr. Goepel, our Principal Executive Officer (“PEO”). (2)For the years 2025, 2024 and 2023, this is the average total compensation, as disclosed in the Summary Compensation Table above, for Mr. Goldstein and Mr. Pence, our non-PEO Named Executive Officers. (3)Compensation Actually Paid is the Summary Compensation Table total for the PEO (column (b) above) and Average Summary Compensation Table total for the Non-PEO NEOs (column (d) above), as applicable, with the following adjustments to the value of equity adjusted as follows pursuant to Item 402(v)(2)(iii)(C) of Regulations S-K:

  42. Pay Versus Performance Table

    | | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | | | | | | Non-PEO | Non-PEO | Non-PEO | | | PEO | PEO | PEO | (Average) | (Average) | (Average) | | SCT Total Compensation | $2,638,000 | $1,856,209 | $2,632,515 | $1,782,600 | $1,396,313 | $2,017,222 | | Subtract: Grant date fair value of equity awards granted during the covered year | (1,894,000) | (1,072,759) | (1,361,815) | (1,136,400) | (727,941) | (1,021,362) | | Add: Fair value as of end of covered year of equity awards granted during covered year that were outstanding and unvested as of end of covered year | 1,884,000 | 1,116,666 | 1,428,000 | 1,130,400 | 757,736 | 1,071,000 | | Add: Change in fair value from end of prior year to end of current year for equity awards granted in prior years that were outstanding and unvested at end of current year | 991 | (15,090) | 6,982 | 699 | (10,255) | 8,384 | | Add: Fair value as of vesting date of equity awards that were granted and vested in same year | — | — | — | — | — | — | | Add: Change in fair value from end of prior year to vesting date of equity awards granted in prior years that vested in covered year | 11,152 | (17,590) | 843,171 | 6,350 | (21,640) | 689,164 | | Subtract: Fair value at end of prior year of equity awards granted in prior years that failed to vest (forfeited) in covered year | — | — | — | — | — | — | | Add: Dollar amount of dividends or other earnings paid on equity awards in covered year prior to vesting date that are not included in total compensation for covered year | — | — | — | — | — | — | | Compensation Actually Paid | $2,640,143 | $1,867,436 | $3,548,853 | $1,783,649 | $1,394,213 | $2,764,408 |

  43. Pay Versus Performance Table

    (4)The value is based on a fixed investment of one hundred dollars in our common stock measured from the market close on December 30, 2022 (the last trading day of 2022) through and including the end of the fiscal year for each year reported in the table.

  44. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table Our board and Compensation Committee generally seek to align the interests of stockholders with our named executive officers by incentivizing long-term performance and through the use of short-term cash incentives. Therefore, we do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year and the Compensation Committee did not consider this information in making its executive compensation decisions. Instead our executives were paid in the years presented above based on the achievement of annual corporate goals, which are focused on driving recurring revenue and adjusted EBITDA generation. Adjusted EBITDA is a non-GAAP financial metric to encourage activities that support long-term performance of total stockholder return, our executives are compensated at least annually with service-based restricted stock units or stock options to ensure that their interests are aligned with those of our stockholders. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Loss The Company does not look to net loss as a performance measure for its executive compensation program and instead looks at other financial metrics, such as recurring revenue and adjusted EBITDA (which is a non-GAAP number) to evaluate the Company’s performance. From 2023 to 2025 the Company went from having a net loss of $9,214,000 in 2023, to a net loss of $11,773,000 in 2024, and to a net loss of $13,126,000 in 2025. Compensation actually paid for both our PEO and non-PEO NEOs decreased from 2023 to 2024 and increased from 2024 to 2025, but overall decreased from 2023 to 2025. The changes in compensation actually paid to our named executive officers from 2023 to 2025 generally reflects cash bonuses and performance-based equity granted for the achievement of annual corporate and strategic objectives. The differences in compensation actually paid to our named executive officers compared to the summary compensation table primarily reflects the changes in the value of our common stock as compared to the grant date fair value of their equity awards. Compensation Actually Paid and Cumulative TSR We utilize several performance measures to align executive compensation with the Company’s performance, but historically have not used financial performance measures such as total shareholder return. As described under the Narrative to Summary Compensation Table section of this Proxy Statement, part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses and equity awards that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals. The Board believes that the key performance measurements are recurring revenue growth and adjusted EBITDA generation and we align our performance metrics and payment of incentives to our NEOs based on these metrics, which the Company believes are the primary drivers that would impact the Company’s enterprise valuation and therefore, ultimately, total stockholder return.