Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously announced, David Sandberg informed our board of directors of his
resignation as a board member of Asure Software, Inc. (the "Company") effective
August 10, 2020. His decision to resign was not due to any disagreement on any
matter relating to our operations, policies or practices. Mr. Sandberg served on
the Company's Compensation Committee, Governance and Nominating Committee and
Audit Committee and was also Chairman of the Board.
Effective August 11, 2020, our board of directors appointed Patrick Goepel as
Chairman of the Board and Daniel Gill as the Lead Independent Director. The
Company promoted Eyal Goldstein to President. Mr. Goepel will continue to serve
as Chief Executive Officer and Mr. Goldstein will continue to serve as Chief
Revenue Officer. There were no changes to Mr. Goepel's or Mr. Goldstein's
compensation in connection with their new roles. Biographical information with
respect to Patrick Goepel and Daniel Gill is set forth on the Company's
definitive proxy statement filed with the Securities and Exchange Commission on
April 27, 2020.
Mr. Goldstein, 45, joined the Company as Chief Revenue Officer in December 2016.
Prior to joining the Company, Mr. Goldstein served as Chief Revenue Officer of
Insight Venture Partner's FilmTrack, a global rights management platform, from
2013 to 2016. He previously served as Executive Vice President of DAZ Systems.
Prior to DAZ he was Regional Vice President at Oracle Corp. and also served as
Vice President at Ceridian Corporation. Mr. Goldstein earned a Bachelor's degree
in English from University of Nevada, Las Vegas. Other than his employment with
the Company and the compensation arrangements related to such employment, there
are not, and have not been, during the last two years, any transactions or
proposed transactions by the Company in which Mr. Goldstein has had or is to
have a direct or indirect material interest and there are no family
relationships between Mr. Goldstein and any of the Company's other executive
officers and directors.
Also, effective August 11, 2020, our board of directors increased the size of
the Board from seven to eight. To fill the vacancies created by the resignation
of Mr. Sandberg and the increase in the size of the board of directors, our
board of directors elected Benjamin Allen and Grace Lee to serve as directors
until the next annual meeting of stockholders or until each of their successors
is duly elected and qualified.
Mr. Allen, age 55, was most recently the chief executive officer of WorldAware,
which sold to GardaWorld, a global security company in July 2020. Before that,
he served as president for March & McLennan Agency LLC, a subsidiary of Marsh,
Inc. and the president and chief executive officer of Kroll, Inc. Before Kroll,
Inc. acquired Ontrack Data International, Inc. ("Ontrack"), he served as
president and chief executive officer of Ontrack (NASDAQ:ONDI). Mr. Allen
started his career with HCM provider, Ceridian, where he advanced from sales to
national leadership positions including marketing, operations, and IT. As a
technologist turned chief executive officer with a background in human capital
management, Allen brings a valued skillset having successfully grown several
tech-businesses. Mr. Allen holds a bachelor's degree in finance from Washington
State University. Mr. Allen has served as a director of H5, Inc., an e-discovery
and case preparation support company, since 2011 and is a member of its
compensation committee. He also serves as a director of GAN Integrity, an ethics
and compliance software company, beginning in 2020.
Grace Lee, age 52, is senior vice president and chief human resources and
diversity officer for Cubic Corporation. In this role, she is responsible for
the strategic leadership of global human resources for Cubic as well as the
development and advancement of the company's diversity strategy. Prior to
joining Cubic, Lee held similar roles at Charles River Laboratories, a
publicly-traded biotechnology company, Beckman Coulter, a Danaher operating
company; TTM Technologies and IMI Severe Service (now IMI Critical Engineering).
Ms. Lee holds a master's degree in human resources from Cornell University's ILR
School, a master's degree in Global Leadership from the University of San Diego
School of Business, and a 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 and brings
significant human capital management depth to our board of directors.
Neither Mr. Allen nor Ms. Lee have or have had any family relationships with any
of our executive officers or directors. There are no arrangements or
understandings between and amongst Mr. Allen, Ms. Lee and any other person
pursuant to which each one was elected as a director. Further, in the last two
years, there have not been, nor are there any proposed, transactions by the
Company in which Mr. Allen or Ms. Lee has had or is to have a direct or indirect
material interest.
Mr. Allen will serve on the Audit Committee and Compensation Committee. Ms. Lee
will serve on the Compensation Committee and the Nominating and Governance
Committee.
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Item 8.01 Other Information
Effective August 11, 2020, the board of directors also appointed W. Carl Drew as
chair of the Audit Committee, Brad Oberwager as chair of the Compensation
Committee, and Bjorn Reynolds as Chair of the Nominating and Governance
Committee. Mr. Reynolds will also serve on the Audit Committee with Mr. Drew and
Mr. Allen. The board of directors appointed Charles Lathrop, Jr. to serve on the
Nominating and Governance Committee with Mr. Reynolds and Ms. Lee.
The board of directors also changed its non-employee director compensation
policy effective August 11, 2020 to provide each non-employee director an annual
retainer of $45,000, with annual retainers for the lead independent director and
committee chairs as follows:
Lead Independent Director $5,000
Audit Committee Chair $5,000
Compensation Committee Chair $5,000
Nominating and Governance Committee Chair $2,500
We also expect to make annual grants of a combination of stock options and
restricted stock units to our non-employee directors as additional compensation
for their services to us.
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