ASURE SOFTWARE INC (ASUR)
Sector: Industrials
2026 Annual Meeting Analysis
ASURE SOFTWARE INC · Meeting: May 12, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
As CEO and Chairman since 2009, Goepel has full tenure overlap with the severe 3-year underperformance: ASUR's stock fell 42.2% over three years while the technology sector benchmark XLK gained 84.2%, a gap of 126.4 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns; the 5-year record (+5.5%) does not provide relief because the 5-year gap versus XLK also substantially exceeds the applicable 50-point threshold for low-positive returns.
Allen joined in August 2020, giving him well over 24 months of tenure and full overlap with the 3-year underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark triggers a vote against, and the 5-year record does not clear the mitigant threshold.
Drew joined in April 2020, giving him more than 24 months of tenure and full overlap with the 3-year underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark triggers a vote against, and the 5-year record does not clear the mitigant threshold.
Gill has served since 2017 and has full overlap with the underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark far exceeds the 30-point trigger, and the 5-year return of +5.5% does not satisfy the 50-point mitigant threshold applicable to low-positive absolute returns.
Lee joined in August 2020, giving her more than 24 months of tenure and full overlap with the 3-year underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark triggers a vote against, and the 5-year record does not clear the mitigant threshold.
Oberwager has served since November 2018, giving him full overlap with the 3-year underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark far exceeds the 30-point trigger, and the 5-year return of +5.5% does not satisfy the 50-point mitigant threshold.
Reynolds joined in April 2020, giving him more than 24 months of tenure and full overlap with the 3-year underperformance period; the stock's 126.4-point lag behind the XLK technology benchmark triggers a vote against, and the 5-year record does not clear the mitigant threshold.
For Analysis
All seven directors are recommended AGAINST. The company has no disclosed named peer group, so the sector ETF fallback applies using XLK (the technology sector benchmark). ASUR's stock fell 42.2% over three years while XLK gained 84.2%, a gap of 126.4 percentage points — far exceeding the 30-point trigger threshold that applies when the company's absolute 3-year return is negative. Every director has served more than 24 months and therefore has full tenure overlap with the underperformance period. The 5-year mitigant does not apply: ASUR's 5-year return of +5.5% falls in the 'low positive' tier, which requires the 5-year gap versus XLK to be below 50 points to downgrade the vote to FOR; the actual 5-year gap versus XLK substantially exceeds that threshold.
Say on Pay
✗ AGAINSTCEO
Patrick Goepel
Total Comp
$2,638,000
Prior Support
N/A
Asure's stock fell 42.2% over three years while the technology sector benchmark XLK gained 84.2%, meaning shareholders lost significant value while the technology sector thrived — a gap of over 126 percentage points. Despite this, the Compensation Committee granted performance stock awards that converted at 100% of target for 2025, even though the company missed its recurring revenue threshold entirely; the committee justified this by citing the impact of a business combination not contemplated when targets were set, but exercising discretion to pay full target equity awards when a key performance hurdle was not met is precisely the kind of disconnect between executive rewards and shareholder outcomes that this policy flags. The cash bonus discretion (paid at 50% of target) provides limited offset when the larger equity component — representing approximately 72% of the CEO's total pay — was maintained at full target despite the missed metric.
Auditor Ratification
✗ AGAINSTAuditor
CBIZ CPAs P.C.
Tenure
1 yrs
Audit Fees
$645,500
Non-Audit Fees
$357,512
CBIZ billed $357,512 in non-audit and audit-related fees against $645,500 in core audit fees for fiscal year 2025, a ratio of approximately 55%, which exceeds the 50% threshold that raises concerns about auditor independence; additionally, the proxy discloses that the predecessor auditor (Marcum, whose attest staff transitioned to CBIZ) reported a material weakness in the company's internal controls in the 2024 annual report, adding a further negative signal about audit quality. On balance, the non-audit fee ratio alone is sufficient to trigger an AGAINST vote under the policy.
Overall Assessment
The 2026 Asure Software annual meeting presents a ballot of two routine proposals (director elections and auditor ratification) with no Say on Pay vote formally on the agenda as a numbered item, though compensation disclosures warrant scrutiny; votes AGAINST are warranted on the entire director slate due to severe 3-year stock underperformance versus the XLK technology benchmark (-126.4pp), and AGAINST on auditor ratification due to non-audit fees exceeding 50% of audit fees. The compensation program also raises pay-for-performance concerns given full-target equity payouts during a period of significant stock underperformance and a missed recurring revenue metric.