Usio (USIO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for June 10, 2025, at the company’s San Antonio office and via webcast, with shareholders able to register for online participation.

• Shareholders will vote on the election of one director, executive compensation, a new equity incentive plan, and the ratification of the external auditor.

• Proxy materials are distributed primarily via internet notice, with printed copies available upon request.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of Elizabeth Michelle Miller as Class II Director, advisory approval of executive compensation, approval of the 2025 Comprehensive Equity Incentive Plan, and ratification of Pannell Kerr Forster of Texas, P.C. as independent auditor.

• The Board recommends voting FOR all proposals.

• No shareholder proposals are on the agenda for 2025; instructions for submitting proposals for 2026 are provided.

Board of directors and corporate governance

• The Board consists of five directors divided into three classes with staggered terms.

• All directors attended at least 75% of meetings in 2024; the Board held five meetings.

• Three standing committees: Audit, Compensation, and Nominations & Corporate Governance, all comprised of independent directors.

• The Board conducts annual self-evaluations and emphasizes diversity of experience and independence.

• The CEO also serves as Chairman, with independent directors providing oversight.