DEF 14A: Usio, Inc. Announces 2024 Annual Shareholders Meeting and Proxy Statement

Usio, Inc. has released its proxy statement for the 2024 Annual Meeting of Stockholders, scheduled for June 18, 2024, covering director elections, executive compensation, and auditor ratification.

Summary

• Usio, Inc. has announced its 2024 Annual Meeting of Stockholders to be held on June 18, 2024, at 10:00 a.m. CDT, at the company's offices in San Antonio, Texas, and via webcast.
• The meeting will address the election of two Class I Directors, Louis A. Hoch and Blaise C. Bender, to serve until the 2027 Annual Meeting.
• Stockholders will vote on an advisory basis to approve executive compensation for the year ended December 31, 2023.
• The meeting will also include a vote to ratify the appointment of PKF (Pannell Kerr Forster) of Texas, P.C. as the independent registered public accounting firm for the year ending December 31, 2024.
• The record date for determining stockholders eligible to vote is April 26, 2024.
• The proxy statement, form of proxy, and the Annual Report on Form 10-K for the year ended December 31, 2023, are available online at www.proxyvote.com, www.usio.com/proxy and www.usio.com/10k.
• Stockholders can register to participate in the Annual Meeting online by emailing ir@usio.com or calling (210) 249-4050 by 12 p.m. CDT on June 17, 2024.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and procedures for the annual meeting. The tone is professional and forward-looking, with a focus on corporate governance and shareholder engagement. The sentiment is neutral to slightly positive.

Positives

• The Board of Directors is actively engaged in risk oversight and cybersecurity management, with a dedicated Risk and Cybersecurity Committee.
• The company has a Code of Ethics applicable to all directors, officers, and employees, promoting ethical behavior and legal compliance.
• The Board has a formal written related person transaction approval policy.
• The company provides stockholders with multiple avenues to access proxy materials and vote, including online, telephone, and mail.
• The company is committed to aligning executive compensation with corporate strategies and shareholder value.

Negatives

• The company experienced net losses in 2021, 2022 and 2023.
• ADKF, P.C. declined to stand for re-appointment as the Companys independent registered public accounting firm because it had made a strategic decision to focus their audit practice on non-issuer entities.

Risks

• The document mentions cybersecurity threats as a risk, indicating a need for ongoing vigilance and investment in security measures.
• The company's success depends on attracting, motivating, and retaining talented executive officers.
• The company's performance is directly affected by the performance of the Named Executive Officers.

Future Outlook

The Board of Directors takes stockholder views seriously and will take into account the advisory vote in future executive compensation decisions.

Management Comments

• The Board believes that the nominees knowledge, skills, and abilities will positively contribute to the function of the Board as a whole.
• The Company has designed its compensation programs to reward and motivate employees to continue to grow the Company.
• The Audit Committee and the Board believe that retention of the firm is in the best interests of the Company and its stockholders.

Industry Context

The document does not provide specific details on how Usio's performance compares to its direct competitors. However, it does mention that the Compensation Committee considers maintaining competitiveness when determining executive compensation.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or benchmarks.
• The document does not provide specific comparisons to comparable companies or projects.

Management Changes

Corporate Governance

Related Party Transactions

• During the years ended December 31, 2023, and 2022, the Company purchased $24,389 and $22,835, respectively, of corporate imprinted sportswear, promotional items, and caps from Angry Pug Sportswear, of which Louis Hoch is a 50% owner.
• On January 6, 2022, we repurchased 11,361 shares for $47,930 in a private transaction at the closing price on January 6, 2022, of $4.21 per share from Tom Jewell, the Company's former Chief Financial Officer, to cover his share of taxes.
• On October 4, 2022, we repurchased 26,234 shares for $42,761 in a private transaction at the closing price on October 4, 2022, of $1.63 per share from Louis Hoch, the Company's Chairman, President, Chief Executive Officer, and Chief Operating Officer, to cover his share of taxes.
• On November 18, 2023, we repurchased 2,619 shares for $4,452 in a private transaction at a closing price on November 18, 2023, of $1.70 per share from Tom Jewell, the Company's former Chief Financial Officer, to cover his share of taxes.
• On November 18, 2023, we repurchased 3,927 shares for $6,675 in a private transaction at a closing price on November 18, 2023, of $1.70 per share from Louis Hoch, the Company's Chairman, President, Chief Executive Officer, and Chief Operating Officer, to cover his share of taxes.

Stakeholder Impact

• Shareholders are asked to vote on key decisions, including the election of directors, executive compensation, and the ratification of the independent auditor.
• Employees are affected by executive compensation decisions and equity compensation plans.
• The company's performance and governance practices impact investor confidence and the overall value of the company.

Next Steps

• Stockholders are urged to vote on the matters described in the Proxy Statement.
• Stockholders should promptly vote and submit their proxy by dating, signing, and returning the enclosed proxy card.
• The Board of Directors and Company management look forward to seeing stockholders at the Annual Meeting.

Key Dates

Keywords

proxy statement, annual meeting, directors, executive compensation, audit committee, stockholders, corporate governance, Usio