SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

ISSUER DIRECT CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2021

Notice of Annual Meeting of Stockholders


Friday, June 11, 2021 12:00 p.m. EDT		VIRTUALLY https://agm.issuerdirect.com/isdr

We are pleased to invite you to attend our Annual Meeting of Stockholders to be held on ~~Thursday, September 28, 2017,~~Friday, June 11, 2021, at 9:12:00 ~~a.m. EDT at~~p.m. EDT. In light of the ~~Company's office at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560~~. continuing public health concerns regarding the COVID-19 pandemic, the annual meeting will be held in a virtual format only. The Board of Directors has fixed the close of business on ~~July 30, 2017~~April 15, 2021 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting. ~~For directions to attend the meeting and vote in person, please visit our proxy website at~~ ~~https://www.iproxydirect.com/ISDR~~.

The attached Proxy Statement describes the ~~matter~~matters proposed by your Board of Directors to be considered and voted upon by our stockholders at our Annual Meeting. These items are more fully described in the following pages, which are hereby made part of this Notice.

The Company’s Proxy Statement and Proxy Card accompany this Notice.

We appreciate your support and continued confidence.

		Sincerely,

		/s/ ~~Andre M. Boisvert~~William H. Everett William H. Everett
	~~Andre M. Boisvert~~
		Chairman of the Board of Directors

~~ISSUER DIRECT CORPORATION~~

~~NOTICE OF ANNUAL MEETING OF STOCKHOLDERS~~Notice of Annual Meeting of Stockholders

~~TO BE HELD ON SEPTEMBER 28, 2017~~

Our Annual Meeting of Stockholders will be held virtually on ~~Thursday, September 28, 2017,~~Friday, June 11, 2021, at 9:12:00 ~~a.m.~~p.m. EDT, ~~at the Company's office at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560~~ (the “Annual Meeting”) for the following purposes:

	1.	~~To elect the five (5) directors nominated by our Board of Directors as set forth in the Proxy Statement;~~

	2.	~~To ratify the appointment of Cherry Bekaert, LLP as our independent registered public accounting firm for the year ending December 31, 2017;~~

	3.	~~To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.~~

To elect six (6) directors nominated by our Board of Directors as set forth in this proxy statement;

An advisory vote on executive compensation as disclosed in this proxy statement;

An advisory vote on the frequency of future advisory votes on executive compensation;

To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

You have the right to receive notice of and to vote at the Annual Meeting if you were a stockholder of record at the close of business on ~~July 30, 2017.~~April 15, 2021. Please complete, sign, date and return your proxy card to us in the enclosed, postage-prepaid envelope at your earliest convenience, even if you plan to attend the Annual Meeting. If you prefer, you can authorize your proxy through the Internet or by telephone as described in the Proxy Statement and on the enclosed proxy card.

		By Order of the Board of Directors,

		/s/ ~~Andre M. Boisvert~~William H. Everett
	~~Andre M. Boisvert~~	William H. Everett
		Chairman of the Board of Directors

~~Morrisville,~~Raleigh, North Carolina

~~August 8, 2017~~April 27, 2021

YOUR VOTE IS IMPORTANT IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE OR VOTE OVER THE INTERNET FOLLOWING THE INSTRUCTIONS ON THE PROXY AS SOON AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STOCKHOLDERS WHO EXECUTE A PROXY CARD OR VOTE OVER THE INTERNET MAY NEVERTHELESS ATTEND THE MEETING VIRTUALLY, REVOKE THEIR PROXY AND VOTE THEIR SHARES VIRTUALLY.

IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE OR VOTE OVER THE INTERNET FOLLOWING THE INSTRUCTIONS ON THE PROXY AS SOON AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. STOCKHOLDERS WHO EXECUTE A PROXY CARD OR VOTE OVER THE INTERNET MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.

~~TABLE OF CONTENTS~~

Proxy Summary		~~Page~~1
2021 Annual Meeting of Stockholders		1
Annual Meeting Agenda and Voting Recommendations		1
Director Nominees		2

Proxy Statement

~~Questions and Answers~~		1

~~Delivery of Documents~~		3

~~PROPOSAL 1: ELECTION OF THE FIVE DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED~~ Questions and Answers		43

~~Corporate Governance~~ Delivery of Documents to Security Holders Sharing an Address		7

~~Board Committees~~ PROPOSAL 1–ELECTION OF DIRECTORS		86
Nominees for Director		6
~~Meetings~~Certain Information Concerning Director Nominees		6
Board and ~~Attendance~~Committee Membership		7
Consideration of Stockholder Nominees for Directors		9

~~Executive Compensation~~ Corporate Governance		9 10
Indemnification of Directors and Officers		10
Directors’ and Officers’ Liability Insurance		10
Code of Ethics		10
Director Independence		10
Board Committees		11
Audit Committee		11
Compensation Committee		11
Strategic Advisory Committee		11
Meetings and Attendance		11
Communications with the Board of Directors		12
Non-Employee Director Compensation Agreement		12
2020 Non-Employee Director Compensation Table		13

Security Ownership of Beneficial Owners and Management		14

Executive Compensation ~~of Directors~~		10 15
Compensation Discussion and Analysis		15
~~Security Ownership of Beneficial Owners and Management~~ Summary Compensation Table		11 15
Brian R. Balbirnie Employment Agreement		15
~~Executive Compensation~~		12

~~Compensation Committee Report~~ Steven Knerr Employment Agreement		16
Philosophy of Compensation		16
~~PROPOSAL 2: TO RATIFY CHERRY BEKAERT LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDED DECEMBER 31, 2017~~ Components of Compensation		17
Compensation of Named Executive Officers		18
~~Report of the Audit Committee~~ Risk Considerations in our Compensation Programs		19

~~Certain Relationships and Related Party Transactions and Director Independence~~ Compensation Committee Report		20

~~Other Matters~~ PROPOSAL 2-ADVISORY VOTE ON EXECUTIVE COMPENSATION		20 21

PROPOSAL 3-ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION		22

PROPOSAL 4–RATIFICATION OF AUDITORS		23
Ratification of Selection of Independent Auditors		23
Audit Committee Pre-Approval Policy		24
Report of the Audit Committee		25

Certain Relationships and Related Party Transactions and Director Independence		26
Related Party Transactions		26
Director Independence		26

Other Matters		26

~~Additional Information~~Section 16(a): Beneficial Ownership Reporting Compliance		2026

Stockholder Proposals and Nominations for 2022 Annual Meeting		26

Additional Information		26

2021 ANNUAL MEETING OF STOCKHOLDERS

WHEN

Friday, June 11, 2021 at 12 p.m. EDT

WHERE

Virtual –https://agm.issuerdirect.com/isdr

RECORD DATE

Close of business on April 15, 2021

ITEMS OF BUSINESS

To elect six (6) directors nominated by our Board of Directors as set forth in this proxy statement;

An advisory vote on executive compensation as disclosed in this proxy statement;

An advisory vote on frequency of future advisory votes on executive compensation;

To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

Stockholders of record on the Record Date are entitled to vote by proxy in the following ways:

By calling 866.752.VOTE (8683), toll free, in the United States or Canada	By voting online at https://www.iproxydirect.com/isdr	By returning a properly completed, signed and dated proxy card
	By completing the reverse side of the proxy card and faxing it to 202.521.3464

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal	Voting Recommendation	Page Reference
1Election of six (6) directors	✓FOR each nominee	7
2 Advisory vote on executive compensation as disclosed in this proxy statement	✓ FOR	20
3 Advisory vote on frequency of future advisory votes on executive compensation	✓FOR	20
4Ratification of the appointment of Cherry Bekaert LLP as our independent auditors	✓FOR	25

Name	Age	Director Since	Occupation	Independent Director	Standing Committee Membership

William H. Everett	70	2013	Retired, Executive Vice President and Chief Financial Officer of Tekelec, Inc.	✓	AC, CC, SAC
J. Patrick Galleher	48	2014	Managing Partner for Boxwood Partners, LLC	✓	CC, SAC
Michael Nowlan	62	2017	Executive Consultant to private companies; retired Chief Executive Officer of Primus Telecommunications Canada Inc. and Marketwire, Inc.	✓	AC*
Brian R. Balbirnie	49	2007	Founder and Chief Executive Officer of Issuer Direct Corporation
Marti Beller	54	New Nominee	President, Kobie Marketing, Inc.	✓
Graeme P. Rein	41	New Nominee	Managing Member and Chief Investment Officer of Yorkmont Capital Management, LLC	✓

AC = Audit Committee

CC = Compensation Committee

SAC = Strategic Advisory Committee

~~QUESTIONS AND ANSWERS~~

Questions and Answers

~~Why am~~► WHY AM I ~~receiving these proxy materials?~~RECEIVING THESE PROXY MATERIALS?

You are receiving these proxy materials because you owned shares of common stock of our company, Issuer Direct Corporation (the “Company”), at the close of business on ~~July 30, 2017,~~April 15, 2021, and, therefore, are eligible to vote at the Company’s Annual Meeting of Stockholders to be held virtually on ~~Thursday, September 28, 2017,~~Friday, June 11, 2021, at 9:12:00 ~~a.m.~~p.m. EDT ~~at the Company's office at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560~~ (the “Annual Meeting”). Our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting.

~~On what matters will~~► ON WHAT MATTERS WILL I ~~be voting?~~BE VOTING?

~~Shareholders~~Stockholders of record at the close of business on ~~July 30, 2017~~April 15, 2021 will be entitled to vote on the following proposals:

To elect ~~the five (5)~~six (6) directors nominated by our Board of Directors as set forth in the ~~Proxy Statement;~~proxy statement;

~~ii)~~ An advisory vote on executive compensation as disclosed in this proxy statement;

An advisory vote on frequency of future advisory votes on executive compensation;

To ratify the appointment ~~by the Audit Committee of the Board of Directors~~ of Cherry Bekaert LLP as our independent registered public accounting firm for the ~~fiscal~~ year ending December 31, ~~2017; and~~2021;

~~iii)~~ To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The Board does not know of any matters to be presented at our Annual Meeting other than those described in this Proxy Statement. However, if any other matters properly come before the meeting or any adjournment thereof, it is the intention of the persons named in the enclosed proxy to vote the shares represented by them in accordance with their best judgment.

~~Where~~►WHY IS THIS YEAR’S ANNUAL MEETING BEING HELD IN A VIRTUAL-ONLY FORMAT?

Our preference is to have held an in-person annual meeting of stockholders. However, due to the continuing public health concerns resulting from the COVID-19 pandemic, and ~~when~~the related protocols that federal, state, and local governments have implemented, our Board of Directors has determined to hold our annual meeting solely by means of remote communication via webcast. This is often referred to as a “virtual annual meeting.” The webcast will allow all stockholders to join the meeting, ~~be held?~~regardless of location. Our decision to hold the annual meeting in a virtual format relates only to the 2021 Annual Meeting at this time, however the Board of Directors may decide to continue this format or introduce it as an option for subsequent meetings of the stockholders.

~~The Annual Meeting~~►HOW CAN I PARTICIPATE IN THE ANNUAL MEETING?

You can join the annual meeting by accessing the meeting URL at https://agm.issuerdirect.com/isdr and entering in your stockholder information provided on your ballot or proxy information previously mailed to you.

Online access will be ~~held at~~available prior to the ~~Company's office at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560 on September 28, 2017 at 9:00 a.m., local~~meeting for you to obtain your information and to vote your shares should you not have done so previously. We encourage you to access the meeting webcast prior to the start time.

~~How~~Rules for the virtual meeting will be no different than if it was in person, professional conduct is appreciated and all Q&A sessions will be conducted at the appropriate time during the meeting.

►HOW CAN I ASK QUESTIONS DURING THE ANNUAL MEETING?

You can submit questions in writing to the virtual meeting website during the annual meeting in the Q&A tab on the virtual platform. You must first join the meeting as described above in “How can I ~~obtain directions to~~participate in the annual meeting?” No questions will be taken in any other manner the day of the meeting.

~~For directions to the location of our Annual Meeting, please visit our proxy website at~~ ~~https://www.iproxydirect.com/ISDR~~.

~~Who is soliciting my proxy?~~► WHO IS SOLICITING MY PROXY?

Our Board is soliciting your proxy to vote at our Annual Meeting. By completing and returning a proxy card, you are authorizing the proxy holder to vote your shares at our Annual ~~meeting~~Meeting as you have instructed.

~~How many votes may~~► HOW MANY VOTES MAY I ~~cast?~~CAST?

Each holder of common stock is entitled to one vote, ~~in person~~virtually or by proxy, for each share of our common stock held of record on the record date.

~~How many votes can be cast by all stockholders?~~► HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS?

Our common stock is the only class of security entitled to vote at our Annual Meeting. As of the record date, we had ~~2,954,092~~3,765,975 shares of common stock outstanding, each of which is entitled to one vote.

~~How many shares must be present to hold the meeting?~~► HOW MANY SHARES MUSTS BE PRESENT TO HOLD THE MEETING?

Our bylaws provide that thirty-three and one-third (33.3%) of the total number of shares of common stock outstanding constitutes a quorum and must be virtually present or have voted prior to the Annual Meeting to conduct a meeting of our stockholders.

~~What is the difference between holding shares as a stockholder of record and as a beneficial owner?~~► WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

If your shares are registered directly in your name with our transfer agent, Direct Transfer LLC, you are considered, with respect to those shares, the “stockholder of record.” Proxy Materials have been directly sent to you by us.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” Proxy Materials have been forwarded to you by your broker, bank, or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or nominee how to vote your shares by following their instructions which are included with this proxy, if applicable.

~~Can my shares be voted if~~► CAN MY SHARES BE VOTED IF I ~~do not return the proxy card and do not attend the meeting in person?~~DO NOT RETURN THE PROXY CARD AND DO NOT ATTEND THE MEETING IN PERSON?

If you hold shares in street name and you do not provide voting instructions to your broker, bank, or nominee, your shares will not be voted on any proposal for which your broker does not have discretionary authority to vote (a “broker non-vote”). Brokers generally have discretionary authority to vote shares held in street name on “routine” matters but not on “non-routine” matters. Proposals to ratify the appointment of the independent auditor are generally considered “routine” matters. Proposals to elect directors are “non-routine” matters.

If you do not vote the shares held in your name, your shares will not be voted. However, the Company may vote your shares if you have returned a blank or incomplete proxy card.

~~How does the Board of Directors recommend that~~► HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I ~~vote?~~VOTE?

Our Board of Directors recommends that you vote FOR each of the director nominees set forth in this proxy statement, FOR the advisory vote on executive compensation disclosed in this proxy statement, “THREE YEARS” for an advisory vote on frequency of future advisory votes on executive compensation and FOR the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2017.~~2021.

~~How do~~► HOW DO I ~~vote?~~VOTE?

You may vote using any of the following methods:

~~In person~~Virtually at the Annual ~~meeting:~~Meeting:

You may vote ~~in person~~ at the Annual ~~meeting,~~Meeting either by virtually attending the meeting yourself or authorizing a representative to virtually attend the meeting on your ~~behalf. You may also execute a proper proxy designating that person.~~behalf by providing them your virtual Annual Meeting code. If you are a street holder of shares, you must obtain a proxy from your broker, bank, or nominee naming you as the proxy holder and present it to the ~~inspectors~~inspector of election with your ballot when you vote at the Annual ~~meeting.~~Meeting.

You may also vote by telephone or online as instructed in our ~~Proxy,~~proxy, or by returning a proxy card or voting instruction form sent to you in response to your request for printed proxy materials.

~~MAIL:~~		MAIL:Please mark, sign, date, and return this ~~Proxy Card~~proxy card promptly using the enclosed envelope.

~~FAX:~~		FAX:Complete the reverse portion of this ~~Proxy Card~~proxy card and ~~Fax~~fax to ~~202-521-3464.~~(202) 521-3464.

~~INTERNET:~~		INTERNET:https://www.iproxydirect.com/~~ISDR~~isdr

~~PHONE:~~		~~1-866-752-VOTE~~ PHONE:866.752.VOTE (8683)

~~Once~~► ONCE I ~~deliver my proxy, can~~DELIVER MY PROXY, CAN I ~~revoke or change my vote?~~REVOKE OR CHANGE MY VOTE?

Yes. You may revoke or change your proxy at any time before it is voted by giving a written revocation notice to our corporate secretary, by delivering a new revised proxy no later than the end of the day prior to the ~~annual meeting,~~Annual Meeting, or by voting ~~in person~~virtually at the meeting.

~~Who pays for soliciting proxies?~~► WHO PAYS FOR SOLICITING PROXIES?

We are paying for all costs of soliciting proxies. Our directors, officers, and employees may request the return of proxies by mail, telephone, internet, telefax, telegram, or personal interview. We are also requesting that banks, brokerage houses, and other nominees or fiduciaries forward the soliciting material to their principals and that they obtain authorization for the execution of proxies. We will reimburse them for their expenses.

~~Could other matters be considered and voted upon at the meeting?~~► COULD OTHER MATTERS BE CONSIDERED AND VOTED UPON AT THE MEETING?

Our Board does not expect to bring any other matter before the Annual Meeting and is not aware of any other matter that may be considered at the meeting. However, if any other matter does properly come before the meeting, the proxy holders will vote the proxies as the Board may recommend.

~~What happens if the meeting is postponed or adjourned?~~► WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?

Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy at any time until it is voted.

~~How Can~~► HOW CAN I ~~Contact Issuer Direct to Request Materials or Information Referred to in these Questions and Answers?~~CONTACT ISSUER DIRECT TO REQUEST MATERIALS

By mail addressed to: Issuer Direct Corporation, ~~500 Perimeter Park Drive,~~1 Glenwood Ave, Suite ~~D, Morrisville,~~1001, Raleigh NC ~~27560,~~27603 Attn: Chairman of the Board. By ~~Phone,~~phone, call 919.481.4000 or ~~888.752.VOTE,~~866.752.VOTE (8683), by fax, ~~212.521.3464~~202.521.3464, or by email ~~proxy@iproxydirect.com~~at proxy@iproxydirect.com.

~~DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS~~

Delivery of Documents to Security Holders Sharing an Address

Proposal 1–Election of Directors

ELECTION OF THE ~~FIVE~~SIX DIRECTORS TO SERVE UNTIL THE NEXT ANNUAL MEETING OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED

~~Nominees for Director~~NOMINEES FOR DIRECTOR

At our Annual Meeting, ~~of Stockholders,~~ stockholders will elect ~~five~~six directors, each to serve a term of one year or until his or her successor is elected and qualified. Our Board of Directors is currently comprised of four directors. In addition, we have two nominees, Marti Beller and Graeme P. Rein, who would be new members to our Board of Directors. Our Board of Directors is not divided into classes of directors, meaning all of our directors are voted on every year at our Annual Meeting of Stockholders.

Unless otherwise instructed on the proxy card, each of the persons named as proxies on the proxy card intends to vote the shares represented thereby in favor of the ~~five~~six nominees listed under “Certain Information Concerning Director Nominees” below.

All nominees have consented to being named in this Proxy Statement and to serve if elected. If, however, any nominee should become unable or unwilling to serve, the persons named as proxies on the proxy card will vote the shares represented by the proxy for another person duly nominated by our Board.

~~Certain Information Concerning Director Nominees~~CERTAIN INFORMATION CONCERNING DIRECTOR NOMINEES

William H. Everett
Age 70 Director Since 2013 ● Chairman of the Board ● Member of the Audit Committee ● Member of the Strategic Advisory Committee		Professional Background and QualificationsMr. Everett joined the Board of Directors of Issuer Direct Corporation on October 2, 2013. Mr. Everett has had more than thirty years of management experience and currently serves as a director of Hakisa SAS in Strasbourg France. In addition, Mr. Everett served on the Board of NeoNova Network Services until it was acquired in July 2013. In April 2010, Mr. Everett retired as Executive Vice President and CFO of Tekelec, a publicly traded telecom equipment supplier. Since that time, he has served as a corporate director and provided consulting services to public company and private equity clients. From 2011 through 2015, he served as an Executive in Residence and a member of the Board of Advisors at the Poole College of Management at NC State University. He has significant experience as both a Chief Financial Officer and a general manager working with a variety of multi-national technology companies over his career, including Epsilon Data Management, Chemfab Inc., Eastman Software and Steleus SAS. He was the Co-founder and President of Maps a la Carte, an internet mapping and spatial data company, which was acquired by Demand Media Inc. Mr. Everett received his BA in Political Science from Middlebury College and his MBA from the University of New Hampshire. He also practiced as Certified Public Accountant with Price Waterhouse for seven years before joining Epsilon Data Management.

~~William H. Everett ñ~~

J. Patrick Galleher
Age 48 Director Since 2014 ● Chairman of the Compensation Committee ● Chairman of the ~~Audit Committee, Member of the Compensation Committee &~~ Strategic Advisory Committee		Professional Background and Qualifications Mr. Galleher joined the Board of Directors of Issuer Direct Corporation on March 11, 2014. Mr. Galleher is a Managing Partner for Boxwood Partners, a merchant bank in Richmond, Virginia, where he leads transactions for Boxwood’s M&A advisory services and private equity group. In this capacity, he has led sell-side, buyout and capital raising transactions. Prior to joining Boxwood, Mr. Galleher was CEO of WILink plc (WLK: LSE), a global financial communications business with operations in the U.S., Canada, U.K., Continental Europe, and Sweden. In 2006, as CEO, he successfully led the company through a public-to-private transaction and sale to SVIP, a NYC-based private equity group. Mr. Galleher holds a B.S. in Business Administration from the University of Richmond and a degree from the London Business School as well as attending the Centre for Creative Leadership in Belgium. He is a board member and founder of the Virginia Chapter of Young President’s Organization (YPO) and the Midlothian Athletic Club. He formerly served as chairman of the board for sweetFrog and Shockoe Commerce Group, both of which are private companies.

Mr. Everett joined the Board of Directors of Issuer Direct Corporation on October 2, 2013. Mr. Everett has had more than thirty years of management experience and currently serves as a director of Hakisa SAS in Strasbourg France. In addition, Mr. Everett served on the Board of NeoNova Network Services until it was acquired in July 2013. In April 2010, Mr. Everett retired as Executive Vice President and CFO of Tekelec, a publicly traded telecom equipment supplier. Since that time, he has served as a corporate director and provided consulting services to public company and private equity clients. From 2011 through 2015, he served as an Executive in Residence and a member of the Board of Advisors at the Poole College of Management at NC State University. He has significant experience as both a Chief Financial Officer and a general manager working with a variety of multi-national technology companies over his career, including Epsilon Data Management, Chemfab Inc., Eastman Software and Steleus SAS. He was the Co-founder and President of Maps a la Carte, an internet mapping and spatial data company, which was acquired by Demand Media Inc.

Michael Nowlan
Age 62 Director Since 2017 ● Chairman of the Audit Committee		Professional Background and Qualifications Mr. Nowlan joined the Board of Directors of Issuer Direct Corporation on September 28, 2017. Mr. Nowlan currently provides executive consulting services to private companies. Mr. Nowlan was Chief Executive Officer of Primus Telecommunications Canada Inc. (and its related US operating companies Primus Telecommunications Inc. and Lingo Inc.) from late 2013 to 2016. Primus was a private company whose principal business was re-selling of residential and commercial telecommunications services within Canada and the United States. Mr. Nowlan supervised the sale of the Primus assets after it filed for CCAA creditor protection in Canada and related recognition under Chapter 15 of the US Bankruptcy Code in January 2016 as a result of liquidity challenges due to competitive margin pressures and over-leverage. Mr. Nowlan led Marketwired, a leading newswire service, from 2001 to 2013 as President and Chief Executive Officer. Under his leadership, Marketwired executed several successful strategic acquisitions. He transitioned the business to a SaaS business model and set the strategy for the company to embrace the emerging technology trends in the communication industry. Prior to joining Marketwired in 1999 as its Chief Financial Officer, Mr. Nowlan had wide financial management experience including starting his career in 1982 at PricewaterhouseCoopers where he remained until 1988. Mr. Nowlan is a member of the Institute of Corporate Directors with the ICD.D Certification and a CPA-CA since 1984. Mr. Nowlan has a Bachelor of Commerce degree from Queen’s University.

Brian R. Balbirnie
Age 49 Director Since 2007 ● President and Chief Executive Officer		Professional Background and Qualifications Mr. Balbirnie is a member of the Board and our President and Chief Executive Officer. Mr. Balbirnie established Issuer Direct in 2006 with a vision of creating a technology driven back-office compliance platform that would reduce costs as well as increase the efficiencies of the most complex tasks, today the company calls it Platform id. Mr. Balbirnie is responsible for the strategic leadership of the company and oversees day-to-day operations. Under Mr. Balbirnie’s direction, the Company has grown and in 2020 worked with over 6,000 customers. Mr. Balbirnie is an entrepreneur with more than 20 years of experience in emerging industries. Prior to Issuer Direct, Mr. Balbirnie was the founder and managing partner of Catapult Company, a compliance and consulting practice focused on the Sarbanes Oxley Act. During 2002 and 2003, Mr. Balbirnie also served as the Vice President and Chief Financial Officer of Mobile Reach International, Inc., a publicly traded company, and as the President and Chief Technology Officer of IVUE Corporation, a private company. Prior to and with Catapult, Mr. Balbirnie also advised several companies on their public market strategies, merger & acquisitions as well as their financial reporting requirements.

~~J. Patrick Galleher ñ Director, Chairman of the Strategic Advisory Committee~~

Marti Beller
Age54 ● New Director Nominee		Professional Background and QualificationsMs. Beller is an international loyalty & digital marketing executive with twenty-five years’ of experience helping Fortune 500 companies grow enterprise value by driving customer engagement and brand loyalty. Since January 2019, she has been President of Kobie Marketing, Inc., an industry leader in customer loyalty strategy, platform development and management, and analytics, serving companies across the travel, retail and financial services vertical markets. From June 2015 to April 2018, Ms. Beller was Group Head of Loyalty Products & Platforms at Mastercard Worldwide. At Mastercard, she was accountable for leading five globally distributed product lines with varying go-to-market strategies based on regional market dynamics. She also managed the integration of two significant acquisitions while at Mastercard. In January 2011, Ms. Beller founded, PlanG, a technology startup designed to drive customer loyalty by rewarding customers with philanthropic donations to charities in the United States. She served as the company’s CEO until it was sold in July 2015. From 1994 to 2010, Ms. Beller worked for cxLoyalty, a company which focuses on delivering travel and loyalty services where she served in a number of capacities of increasing responsibility, including President for ten years prior to her departure. Ms. Beller has a B.S. from Virginia Tech.

Mr. Galleher joined the Board of Directors of Issuer Direct Corporation on March 11, 2014. Mr. Galleher is the Managing Partner for Boxwood Partners, LLC, an investment bank in Richmond, Virginia, where he leads transactions for Boxwood’s merger and acquisition advisory services and a Managing Director for Boxwood Capital Partners, LLC, its affiliated private investment firm also located in Richmond, Virginia. He has led many transactions across several industries including the sale of NSC Technologies, CoPak Solutions, Dorsey Wright & Associates, a capital raise for Digital Risk, the buy-outs of sweetFrog Yogurt, Yoga Direct, Yoga Accessories, Everything Yoga and Red Rock Products. Mr. Galleher serves as Chairman of sweetFrog Enterprises and Shockoe Commerce Group both portfolio companies of Boxwood’s. Mr. Galleher holds a B.S. in Business Administration from the University of Richmond and a degree from the London Business School as well as attending the Centre for Creative Leadership in Belgium.

Graeme P. Rein
Age 41 ● New Director Nominee		Professional Background and QualificationsMr. Rein is the Managing Member and Chief Investment Officer of Yorkmont Capital Management, LLC, an Austin, Texas based registered investment advisor which he founded in 2012. Prior to Yorkmont Capital, Mr. Rein worked as a research analyst at Bares Capital Management, Inc. from 2006 to 2012 and as an audit professional at Deloitte & Touche, LLP from 2004 to 2006. Mr. Rein graduated from Princeton University with a Bachelor of Arts in Economics and from the McCombs School of Business at the University of Texas with a Masters in Professional Accounting. He holds the Chartered Financial Analyst (CFA) designation and is also a Certified Public Accountant (CPA) in the state of Texas. Mr. Rein has served as a member of the Board of Directors of Where Food Comes From, Inc. (NASDAQ: WFCF) since May 2016. Mr. Rein would bring to the Board more than 15 years of business-related experience, with expertise in finance, accounting, and investments.

~~Brian R. Balbirnie ñ Director, Chief Executive Officer~~

~~Eric Frank ñ Director Nominee~~

~~Michael Nowlan ñ Director Nominee~~

~~Board and Committee Membership~~BOARD AND COMMITTEE MEMBERSHIP

The table below provides committee membership of each Board member as of July 30, 2017. The Board expects to appoint Mr. Nowlan as a member of the Audit Committee and Mr. Frank as a member of the Compensation Committee. The Board has determined that both Messrs. Messrs. Franck and Nowlan qualify as independent under Section 303A.02 of the NYSE American rules and Section 10A(m) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).April 27, 2021.

Board Member

Audit Committee

Compensation Committee

Strategic Advisory

Committee

Technology Oversight

Committee

Independent Directors

Andre M. Boisvert *~~(1)~~

William H. Everett *

J. Patrick Galleher *

~~William H. Everett~~Michael Nowlan *

J. Patrick Galleher *

Internal Director

Brian R Balbirnie

C= Committee Chairman X = Committee Member * = Independent

~~(1)~~ ~~As previously indicated, Mr. Boisvert will not be standing for re-election at this Annual Meeting.~~

~~Consideration of Stockholder Nominees for Director~~

Corporate Governance

~~CORPORATE GOVERNANCE~~

Our Directors will serve until our next ~~annual meeting~~Annual Meeting of ~~shareholders~~stockholders or until their resignation or removal.

~~Indemnification of Directors and Officers~~INDEMNIFICATION OF DIRECTORS AND OFFICERS

~~Directors’ and Officers’ Liability Insurance~~DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

~~Code of Ethics~~CODE OF ETHICS

~~Director Independence~~DIRECTOR INDEPENDENCE

The Board has determined that Messrs. Everett, ~~and~~ Galleher ~~as current directors, and Messrs. Frank~~ and Nowlan, ~~as director nominees,~~our current Board members, satisfy the requirement for independence set out in Section 303A.02 of the NYSE American rules and Section 10A(m) of the Exchange Act (the “Exchange Act”) (collectively, the “Independence Rules”),. In addition, the Board has determined that Ms. Beller and ~~that each~~Mr. Rein, new nominees to our Board, also satisfy the Independence Rules. None of ~~these~~the directors described in the preceding sentences has noa material relationship with us (other than being a director and/or as a stockholder). In making its independence determinations, the Board of Directors sought to identify and analyze all of the facts and circumstances relating to any relationship between a director, his immediate family or affiliates and our company and our affiliates and did not rely on categorical standards other than those contained in the NYSE American rule referenced above.

~~Board Committees~~BOARD COMMITTEES

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Strategic Advisory Committee, each of which has the composition and responsibilities described below.

Audit Committee
Members: ● Michael Nowlan (Chairman) ● William H. Everett Meetings in 2020: 4		Our Audit Committee was implemented on October 23, 2013 and is currently comprised of Messrs. Everett and Nowlan, each of whom our Board has determined to be financially literate and qualify as an independent director under the Independence Rules. Mr. Nowlan is the chairman of our Audit Committee. Both Messrs. Nowlan and Everett qualify as a financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. Responsibilities The Audit Committee’s duties are to recommend to our Board of Directors the engagement of independent auditors to audit our financial statements and to review our accounting and reporting principles. The Audit Committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the independent public accountants, including their recommendations to improve the system of accounting and internal controls. During the year ended December 31, 2020, our Audit Committee held four meetings.

Our Audit Committee was implemented on October 23, 2013 and is currently comprised of Messrs. Boisvert and Everett, each of whom our Board has determined to be financially literate and qualify as an independent director under the Independence Rules. As previously indicated, Mr. Boisvert will not be standing for re-election at this Annual Meeting.

Compensation Committee
Members: ● J. Patrick Galleher (Chairman) ● William H. Everett Meetings in 2020: 4		Our Compensation Committee was implemented on October 23, 2013 and is currently comprised of Messrs. Everett and Galleher, each of whom our Board has determined to qualify as an independent director under the Independence Rules. Mr. Galleher is the chairman of our Compensation Committee. Responsibilities The Compensation Committee reviews and approves our salary and benefits policies, including compensation of executive officers and directors. The Compensation Committee also administers our stock compensation plans and recommends and approves grants of stock compensation under such plans. During the year ended December 31, 2020, our Compensation Committee held four meetings.

Mr. Everett is the chairman of our Audit Committee and qualifies as a financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. Subsequent to the 2017 Annual Meeting, the Board expects to replace Mr. Boisvert on the Audit Committee with Mr. Nowlan, who our Board has also determined to be financially literate and qualify as an independent director under the Independence Rules.

Strategic Advisory Committee
Members: ● J. Patrick Galleher (Chairman) ● William H. Everett Meetings in 2020: None		Our Strategic Advisory Committee was implemented on January 25, 2016 and is currently comprised of Messrs. Everett and Galleher. Mr. Galleher is the chairman of our Strategic Advisory Committee. The Board intends to dissolve the Strategic Advisory Committee during 2021 and instead have the entire Board assume the Strategic Advisory Committee responsibilities described below. Responsibilities The Strategic Advisory Committee assists our Board of Directors and management in evaluating areas such as joint ventures, partnerships, strategic acquisitions and mergers and acquisitions. During the year ended December 31, 2020, our Strategic Advisory Committee did not hold any meetings outside of our full Board meetings.

The Audit Committee’s duties are to recommend to our Board of Directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The Audit Committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the independent public accountants, including their recommendations to improve the system of accounting and internal controls. During the year ended December 31, 2016, our Audit Committee met four times.

~~Compensation Committee~~

~~Strategic Advisory Committee~~

~~Technology Oversight Committee~~

~~Meetings and Attendance~~MEETINGS AND ATTENDANCE

During the year ended December 31, ~~2016,~~2020, the Board of Directors held ~~thirteen~~seven meetings and the respective committees held eight total meetings, and each director attended all of (i) Board meetings held during the period for which he was a director and (ii) committee meetings held during the period for which he was a committee member. We do not have a policy requiring director attendance at stockholder meetings, but members of our Board of Directors are encouraged to attend.

~~Communications with the Board of Directors~~

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

~~Executive Compensation~~

~~The following table shows amounts earned by each officer in the years ended December 31, 2014, 2015, and 2016:~~NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENT

Name and
Principal Position
Year Salary
Deferred
Compensation
Bonus
Stock
Awards

Option/
Warrant
Awards

All Other
Compensation
Total

Brian R. Balbirnie 2016 $ 185,000 $ - $
93,883
$ - $ - $ - $ 278,883
Chief Executive Officer 2015 $ 185,000 $ - $ - $ - $ - $ - $ 185,000
2014 $ 180,345 $ - $ - $ - $ - $ - $ 180,345

Steven Knerr 2016 $ 151,000 $ - $ 59,601 $ - $ - $ - $ 210,601
Chief Financial Officer(1)
2015 $
139,037
$
-
$
-
$
84,800
$
57,900
$
-
$
281,777

Wesley Pollard 2014 $ 155,345 $ - $ 9,939 $ - $ - $ - $ 165,284
Chief Financial Officer(1)

~~(1)~~ ~~As disclosed in~~Effective as of March 2, 2021, our Board, upon the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2015, the Company entered into an Executive Employment Agreement with Steven Knerr to serve as the Company’s Chief Financial Officer. As disclosed in the Current Report on Form 8-K filed with the SEC on March 26, 2015, Mr. Pollard resigned his position as the Company’s Chief Financial Officer on May 8, 2015.

~~Non-Employee Director Compensation Arrangement~~

2~~016 Non-Employee Director Compensation Table~~2020 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

Director	Fees Earned or Paid in Cash	Stock Awards	Warrant Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-qualified Deferred Compensation Earnings	All Other Compensation	Total

William H. Everett	$54,000(1)	$64,020(2)	-	-	-	-	$118,020
J. Patrick Galleher	$36,000	$64,020(2)	-	-	-	-	$100,020
Michael Nowlan	$36,000	$64,020(2)	-	-	-	-	$100,020

Director

Fees Earned
or Paid in
Cash

Stock
Awards

Warrant
Awards

Non-Equity
Incentive
Plan
Compensation

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

All Other
Compensation

Total

Andre M. Boisvert(1)
$31,500
$-
$-
$-
$-
$-
$31,500
William H. Everett(3)
$30,000
$127,500
$-
$-
$-
$-
$157,500
David Sandberg(2)
$17,333
$-
$-
$-
$-
$-
$26,000
J. Patrick Galleher(3)
$27,000
$127,500
$-
$-
$-

$-
$154,500

(1)

In addition to the $3,000 per month paid to all members of the Board, this amount includes an additional $1,500 per month for Mr. Everett’s service as the Chairman of our Board.

~~(1)~~

~~As previously indicated, Mr. Boisvert will not be standing for re-election at the 2017 Annual Meeting.~~

(2)

The amounts shown in this column represent the grant date fair value of the awards determined in accordance with ASC 718. RSUs are valued based on the closing price of Issuer Direct’s ordinary shares on the date of grant, which was $10.67. On June 17, 2020, each non-employee director was granted 6,000 restricted stock units with a vesting date of June 17, 2021.

~~(2)~~

~~Mr. Sandberg resigned as a member of our Board of Directors on August 18, 2016.~~

~~(3)~~

As reported on Form 4 filed on January 25, 2016, stock awards relate to 25,000 restricted stock units which vests as follows: (i) 33 1/3% on the first anniversary of the date of grant; (ii) 33 1/3% on the second anniversary of the date of grant and (iii) the remaining 33 1/3% on the third anniversary of the date of grant pursuant to the terms and conditions of the restricted stock unit agreement.

The following table sets forth certain information as of ~~August 7, 2017,~~April 27, 2021, regarding the beneficial ownership of our common stock by (i) each person or entity who, to our knowledge, beneficially owns more than 5% of our common stock; (ii) each executive officer and named officer; (iii) each director; and (iv) all of our officers and directors as a group. Unless otherwise indicated in the footnotes to the following table, each of the stockholders named in the table has sole voting and investment power with respect to the shares of our common stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is: c/o Issuer Direct Corporation, ~~500 Perimeter Park Drive,~~1 Glenwood Ave, Suite ~~D, Morrisville, North Carolina 27560.~~1001, Raleigh NC 27603.

Number of

Shares

Percentage

Name of Beneficial Owner

Owned (1)

Owned (1)

Brian R. Balbirnie (2)(3)
  622,672(6)
  21.06%
Steven Knerr (2)
  34,792(7)
  1.17%
Andre M. Boisvert (3)
  40,000
  1.35%
William H. Everett (3)
  65,400(8)
  2.17%
J. Patrick Galleher (3)
  61,000(9)
  2.03%
James Michael (4)
  251,100
  8.50%
All officers, directors, and management as a group (6 persons)
  1,074,964
  34.80%



Other beneficial holders:


Red Oak Partners, LLC(5)
  331,770
  11.23%
Yorkmont Capital Partners, LP
  284,765
  9.72%

Name of Beneficial Owner	Number of Shares Owned (1)	Percentage Owned (1)

Brian R. Balbirnie(2)(3)	612,829(4)	16.27%
Steven Knerr(2)	39,000(5)	1.03%
William H. Everett(3)	35,786(6)	0.95%
J. Patrick Galleher(3)	47,761(6)	1.27%
Michael Nowlan(3)	32,000(7)	0.84%
All officers, directors, and management as a group (7 persons)	767,376	20.11%

Other Beneficial Owners
Forager Capital Management, LLC	261,915	6.95%
Yorkmont Capital Partners, LP(8)	235,000	6.20%
Vanguard Group, Inc.	191,091	5.07%
Richard H. Witmer	190,454	5.06%

~~(1)~~

Applicable percentage of ownership is based on a total of 3,089,302 shares of common stock, which consist of 2,954,092 shares of common stock outstanding on August 7, 2017, plus shares that are beneficially owned as of that date. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our common stock issuable upon restricted stock units and the exercise of stock options exercisable currently or within 60 days of August 7, 2017 are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

(1)

Applicable percentage of ownership is based on a total of 3,815,475 shares of common stock, which consist of 3,765,975 shares of common stock outstanding on April 27, 2021, plus shares that are beneficially owned as of that date. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission and means voting or investment power with respect to securities. Shares of our common stock issuable upon restricted stock units and the exercise of stock options exercisable currently or within 60 days of April 27, 2021 are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

~~(2)~~	~~Officer.~~

~~(3)~~	~~Director. As previously indicated, Mr. Boisvert will not be standing for re-election at this Annual Meeting.~~

~~(4)~~	~~Management.~~

~~(5)~~	Consists of (i) 133,648 shares of Common Stock held by The Red Oak Fund, L.P., (ii) 58,756 shares of Common Stock held by The Red Oak Long Fund, L.P. and (iii) 139,366 shares of Common Stock held by Pinnacle Capital Partners, LLC. Red Oak Partners, LLC (“Red Oak Partners”) is the general partner of each of these funds and David Sandberg, a member of our Board Directors from August 2013 through August 2016, is the managing member of Red Oak Partners and, therefore, may be deemed to share voting and dispositive power over the shares held by Red Oak Partners. The address for these entities is 1969 SW 17th St., Boca Raton, Florida 33486, Attn: David Sandberg.

~~(6)~~	~~Includes 1,666 restricted stock units and options issued to spouse to purchase 418 shares of common stock that are currently exercisable or exercisable within 60 days of August 7, 2017.~~

~~(7)~~	~~Includes options to purchase 24,792 shares of common stock that are currently exercisable or exercisable within 60 days of August 7, 2017.~~

~~(8)~~	~~Includes 16,667 restricted stock units and options to purchase 40,000 shares of common stock that are currently exercisable or exercisable within 60 days of August 7, 2017.~~

~~(9)~~	~~Includes 16,667 restricted stock units and options to purchase 35,000 shares of common stock that are currently exercisable or exercisable within 60 days of August 7, 2017.~~

(2)

Officer.

~~EXECUTIVE COMPENSATION~~

(4)

Includes options issued to spouse to purchase 500 shares of common stock that are currently exercisable or exercisable within 60 days of April 27, 2021.

~~Compensation Discussion~~

(5)

Includes options to purchase 15,000 shares of common stock that are currently exercisable or exercisable within 60 days of April 27, 2021.

(6)

Includes 6,000 restricted stock units which vest on June 11, 2021.

(7)

Includes 6,000 restricted stock units which vest on June 11, 2021 and ~~Analysis~~options to purchase 16,000 shares of common stock that are currently exercisable or exercisable within 60 days of April 27, 2021.

(8)

Includes (i) 185.000 shares of common stock held by Yorkmont Capital Partners, LP and (ii) 50,000 shares of common stock held by Graeme P. Rein individually. Mr. Rein, who is one of the new Board nominees at our 2021 Annual Meeting, is the Managing Member of Yorkmont Capital Management, LLC, which is the general partner of Yorkmont Capital Partners, LP. Mr. Rein and Yorkmont Capital Management, LLC are indirect beneficial owners of the reported securities.

Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

We formed a Compensation Committee on October 23, 2013. Prior to that date, all compensation decisions for our named executive officers were made by our Board of Directors.

The Compensation Committee of our Board of Directors will review at least annually and determine (or recommend to the Board of Directors as the case may be) the executive compensation for Mr. Balbirnie and any other named executive officers, including approving any grants of stock options or other equity incentive awards in accordance with the philosophy and components described in this Proxy Statement. To date, neither the Board of Directors nor the Compensation Committee has retained the services of a compensation consultant. The Compensation Committee does not intend to retain such services for ~~2017~~2021 but may decide to do so in the future.

SUMMARY COMPENSATIONTABLE

The following table shows amounts earned by each officer in the years ended December 31, 2020 and 2019:

Name and	Year	Salary	Bonus	Stock Awards	Option Awards	Non-equity incentive plan compensation	Change in Pension Value and Nonqualified deferred compensation earnings	All Other Compensation	Total
Principal Position		($)	($)	($)	($)	($)	($)	($)	($)

Brian R. Balbirnie	2020	200,000	—	—	—	—	—	—	200,000
(Chief Executive Officer)	2019	200,000	—	—	—	—	—	—	200,000
Steven Knerr	2020	165,000	—	—	—	—	—	—	165,000
(Chief Financial Officer)	2019	165,000	—	66,050	—	—	—	—	231,050

~~Brian~~BRIAN R. ~~Balbirnie Employment Agreement~~BALBIRNIE EMPLOYMENT AGREEMENT

On April 30, 2014, Issuer Direct Corporation (the “Company”) entered into an Executive Employment Agreement (the “Balbirnie Agreement”) with Brian R. Balbirnie to serve as the Company’s President and Chief Executive Officer. Mr. Balbirnie had served as the Company’s most senior executive officer since 2006 without a formal employment agreement. The Balbirnie Agreement will continue until terminated pursuant to its terms as described below.

On May 1, 2017, the Company and Mr. Balbirnie agreed to amend the Balbirnie Agreement as follows: (i) to increase Mr. Balbirnie’s annual base salary from $185,000 to $200,000 and (ii) to decrease Mr. Balbirnie’s eligibility to receive an annual cash bonus from 45% to 40% of his annual base salary upon the achievement of reasonable target objectives and performance goals. However, for fiscal years 2020 and 2021, our Board has decided to increase Mr. Balbirnie’s target bonus potential to the previous 45% level subject to the specific bonus percentages further described below in the 2020 Bonus Plan section for Mr. Balbirnie. Additionally, on March 19, 2021, our Compensation Committee agreed to increase Mr. Balbirnie’s annual salary from $200,000 to $210,000 effective as of March 1, 2021 in recognition of the Company’s 2020 financial performance. Also, for the year ended December 31, 2020, Mr. Balbirnie earned a cash bonus of $100,000, which was paid on March 12, 2021. The revised base salary will be reviewed annually by the Company’s Board of Directors for increase as part of its annual compensation review. The cash bonus goals will continue to be determined by the Board in consultation with Mr. Balbirnie on or before the end of the first quarter of the fiscal year to which the bonus relates. In addition, Mr. Balbirnie is eligible to receive such additional bonus or incentive compensation as the Board may establish from time to time in its sole discretion.

Pursuant to the Balbirnie Agreement, if Mr. Balbirnie’s employment is terminated upon his disability, by Mr. Balbirnie for good reason (as such term is defined in Balbirnie Agreement), or by us without cause (as such term is defined in Balbirnie Agreement), Mr. Balbirnie will be entitled to receive, in addition to other unpaid amounts owed to him (e.g., for base salary, accrued personal time and business expenses): (i) to the then base salary for a period of twelve months (in accordance with the Company’s general payroll policy) commencing on the first payroll period following the fifteenth day after termination of employment and (ii) substantially similar coverage under the Company’s then-current medical, health and vision insurance coverage for a period of twelve months. Additionally, if Mr. Balbirnie’s employment is terminated for disability, the vesting of any option grants will continue to vest pursuant to the schedule and terms previously established during the twelve-month severance period. Subsequent to the twelve-month severance period the vesting of any option grants will immediately cease. If Mr. Balbirnie’s employment is terminated without cause, vesting of any option grants will immediately cease upon termination except as described below relating to a Corporate Transaction.

If the Company terminates Mr. Balbirnie’s employment for cause or employment terminates as a result of Mr. Balbirnie’s resignation or death, Mr. Balbirnie will only be entitled to unpaid amounts owed to him and the vesting of any option grants will immediately cease.

Mr. Balbirnie has no specific right to terminate the employment agreement or right to any severance payments or other benefits solely as a result of a Corporate Transaction (as defined in the Company’s ~~2010~~2014 Equity Incentive Plan). However, if within twelve months following a corporate transaction, Mr. Balbirnie terminates his employment for good reason or the Company terminates his employment without cause, the severance period discussed above will be increased from twelve to eighteen months and any then unvested options held by Mr. Balbirnie will immediately vest and become exercisable for a period equal to the earlier of (i) six months from termination or (ii) the expiration of such option grant pursuant to its original terms.

The Balbirnie Agreement also contains certain ~~noncompetition,~~non-competition, no solicitation, confidentiality, and assignment of inventions requirements for Mr. Balbirnie.

~~Steven Knerr Employment Agreement~~STEVEN KNERR EMPLOYMENT AGREEMENT

~~Philosophy of Compensation~~PHILOSOPHY OF COMPENSATION

●

~~provide competitive compensation packages that enable us to attract and retain superior management personnel;~~

►	provide competitive compensation packages that enable us to attract and retain superior management personnel;

●

►	relate compensation to the Company’s overall performance, the individual officer’s performance and our assessment of the officer’s future potential;

~~relate compensation to the Company’s overall performance, the individual officer’s performance and our assessment of the officer’s future potential;~~

►	reward our officers fairly for their role in our achievements; and

●

~~reward our officers fairly for their role in our achievements; and~~

►	align executive’s objectives with the objectives of stockholders, including through the grant of equity awards.

●

~~align executive’s objectives with the objectives of stockholders, including through the grant of equity awards.~~

~~Components of Compensation~~COMPONENTS OF COMPENSATION

The four principal components of our compensation program for our named executive officers are base salary, personal benefits (such as health and dental insurance), cash bonuses and or equity based grants. As noted below, cash bonuses and equity grants are not necessarily earned or granted every year.

We intend to consider the amount of cash bonus that each of our named executive officers should be entitled to receive in connection with our annual compensation review, taking into account each executive’s total compensation package, and any more formal data we obtain regarding the compensation levels of similarly situated executives. We will also consider in connection with such review whether to designate certain financial or operational metrics or other objective or subjective criteria in determining the final amounts of such awards.

On April 1, 2015, the Compensation Committee granted Mr. Knerr 10,000 restricted stock units, half of which vested on April 1, 2016 and the other half on April 1, 2017. Additionally, the Compensation Committee granted Mr. Knerr an incentive stock option to purchase 10,000 shares of our common stock, as further described above under the heading "Steven Knerr Employment ~~Agreement".~~ Agreement." On February 28, 2019, Mr. Knerr was also granted 5,000 restricted stock units which vested on February 28, 2020.

Neither the Compensation Committee nor the Board of Directors has approved any additional equity based grants for our named executive officer during the fiscal year ~~2016.~~ 2020.

~~Compensation of Named Executive Officers~~COMPENSATION OF NAMED EXECUTIVE OFFICERS

●

~~Cash bonus target was 45% of annualized base salary of $185,000.~~

►	Cash bonus target was 45% of annualized base salary of $200,000.

●

~~Cash bonus plan was based on the achievement of target financial results during the 2016 fiscal year.~~

►	Cash bonus plan was based upon the achievement of target financial numbers during the fiscal year 2020.

●

Cash bonus target scaling was based upon achievement of 90% of the target financial numbers, payout is 50% of target and scales to 100% at 100% of the target numbers. At 120% of the achievement of the financial numbers, payout is 120%. The payout is a maximum of 120% of target bonus.

►

Bonus targets for solely the target financial numbers would have been scaled as follows: (i) below 90% of target results in no bonus paid; (ii) 90% of target results in 50% of bonuses paid; (iii) 100% of target results in 100% of bonuses paid; (iv) 120% and greater of target results in 120% of bonuses paid. The payout is a maximum of 120% of target bonus.

Based on these criteria and as noted above, Mr. Balbirnie received a cash bonus ~~of $93,883~~ for the year ended ~~December 31, 2016~~2020 of $100,000, which was paid on ~~April 14, 2017.~~March 12, 2021.

~~2017~~2021 Bonus Plan. ~~On May 1, 2017,~~March 2, 2021, the Board, based on the recommendation of our Compensation Committee, ~~of the Board of Directors~~ implemented a ~~2016~~2021 cash bonus plan for Mr. Balbirnie based on the following criteria:

●

~~Cash bonus target was 40% of annualized base salary of $200,000.~~

►	Cash bonus target is 45% of annualized base salary of $210,000.

●

~~Cash bonus plan~~ ~~will be based (i) 50% upon the achievement of target financial numbers during the fiscal year 2017 and (ii) 50% based upon the achievement of certain management objectives determined by the Board~~

►	Cash bonus plan is based entirely upon the achievement of target financial numbers during the fiscal year 2021. .

●

~~Bonus targets for solely the target financial numbers will be~~

►

Bonus targets for solely the target financial numbers were scaled as follows: (i) below 90% of target results in no bonus paid; (ii) 90% of target results in 50% of bonuses paid; (iii) 100% of target results in 100% of bonuses paid; (iv) 120% and greater of target results in 120% of bonuses paid. The payout is a maximum of 120% of target bonus.

Compensation of Chief Financial Officer.For the twelve months ended December 31, ~~2016,~~2020, Mr. Knerr’s total compensation was ~~$210,601.~~$165,000. Mr. Knerr’s total compensation was comprised of salary payments from January 1, ~~2016~~2020 through December 31, ~~2016 totaling $151,000 and earned bonus~~2020 of ~~$59,601, which was paid on April 14, 2017.~~$165,000.

~~2016~~2020 Bonus Plan. On ~~December 15, 2015, the~~ January 20, 2020, our Board, based on recommendations from our Compensation Committee, ~~of the Board of Directors~~ implemented a ~~2016~~2020 cash bonus plan for Mr. Knerr based on the following criteria:

●

~~Cash bonus target was 35% of annualized base salary of $151,000.~~

►	Cash bonus target was 35% of annualized base salary of $165,000.

●

~~Cash bonus plan was based on the achievement of target financial results during the 2016 fiscal year.~~

►	Cash bonus plan was based the achievement of target financial numbers during the fiscal year 2020.

●

►

Bonus targets for solely the target financial numbers would be scaled as follows: (i) below 90% of target results in no bonus paid; (ii) 90% of target results in 50% of bonuses paid; (iii) 100% of target results in 100% of bonuses paid; (iv) 120% and greater of target results in 120% of bonuses paid. The payout is a maximum of 120% of target bonus.

Based on these criteria and as noted above, Mr. Knerr received a cash bonus ~~of $59,601~~ for the year ended December 31, ~~2016~~2020 of $64,167, which was paid on ~~April 14, 2017.~~March 12, 2021.

~~2017~~2021 Bonus Plan. On ~~May 1, 2017,~~ March 2, 2021, the Board, based on the recommendation of our Compensation Committee, ~~of the Board of Directors~~ implemented a ~~2017~~2021 cash bonus plan for Mr. Knerr based on the following criteria:

●

~~Cash bonus target was 30% of annualized base salary of $165,000.~~

►	Cash bonus target is 35% of annualized base salary of $170,000.

●

►	Cash bonus plan is based entirely upon the achievement of target financial numbers during the fiscal year 2021.

●

►

Bonus targets for solely the target financial numbers will be scaled as follows: (i) below 90% of target results in no bonus paid; (ii) 90% of target results in 50% of bonuses paid; (iii) 100% of target results in 100% of bonuses paid; (iv) 120% and greater of target results in 120% of bonuses paid. The payout is a maximum of 120% of target bonus.

~~Bonus targets for solely the target financial numbers will be scaled as follows:~~ (i) below 90% of target results in no bonus paid; (ii) 90% of target results in 50% of bonuses paid; (iii) 100% of target results in 100% of bonuses paid; (iv) 120% and greater of target results in 120% of bonuses paid. The payout is a maximum of 120% of target bonus.

~~Impact of Tax Laws~~Outstanding Equity Awards at Fiscal Year-End

~~Deductibility of Executive Compensation.~~ ~~Generally, under U.S. law, a company may not deduct compensation of more than $1,000,000~~The following table sets forth information regarding equity awards that ~~is paid~~have been previously awarded to ~~an individual employed by the company who, on the last day~~each of the ~~taxable year, either is the company’s principal~~named executive ~~officer or an individual who is among the three highest compensated~~ officers ~~for the taxable year (other than the principal executive officer or the principal financial officer). The $1,000,000 limitation on deductions does not apply to certain types~~and which remained outstanding as of compensation, including qualified performance-based compensation, and only applies to compensation paid by a publicly-traded corporation (and not compensation paid by non-corporate entities). Because the compensation deducted in the U.S. for each individual to whom this rule applies has historically been less than $1,000,000 per year, we do not believe that the $1,000,000 limitation will affect us in the near future. If the deductibility of executive compensation becomes a significant issue, our compensation plans and policies may be modified to maximize deductibility if our Compensation Committee and we determine that such action is in our best interests.December 31, 2020.

Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares of Units That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)	Equity Incentive Plan Awards: Market of Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)

Brian R. Balbirnie	—	—	—	—	—	—	—	—
Steven Knerr	5,000	—	6.80	11/19/2025	—	——	—	—
	10,000	—	7.76	9/27/2023	—	—	—	—

~~Risk Considerations in~~Issuer Direct Corporation 2014 Equity Incentive Plan

On March 31, 2014, our Board adopted the Issuer Direct Corporation 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants, to be granted from time to time as determined by our Board or its designees. Our stockholders approved the 2014 Plan on May 23, 2014. The 2014 Plan was amended as of June 10, 2016 and June 17, 2020 to increase the number of shares of our common stock authorized under the plan. As of April 27, 2021, the number of shares available for issuance under the 2014 Plan is 236,583 as a result of certain employees leaving the Company and the shares becoming available for reissuance under the 2014 Plan. The 2014 Plan will expire by its terms on March 31, 2024. For description of the 2014 Plan, see “Proposal 2: Amendment to 2014 Equity Incentive Plan.”

Equity Compensation ~~Programs~~Plan Information

The following table provides certain information as of December 31, 2020, with respect to our equity compensation plans under which our equity securities are authorized for issuance:

Plan Category	Number of securities to be issued upon exercise of outstanding options(a)	Weighted- average exercise price of Outstanding options(b)	Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)

Equity compensation plan approved by security holders	60,230(1)	$11.89	236,483
Equity compensation plan not approved by security holders	-	$-	-
Total	60,230(1)	$11.89	236,483

(1) 10,313 of this number represents stock options outstanding which were granted under the Issuer Direct Corporation 2010 Equity Incentive Plan, which has terminated pursuant to its terms.

RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS

Our Compensation Committee believes that risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on us and do not encourage risk taking that is reasonably likely to have a material adverse effect on us. Our Compensation Committee believes that the structure of our executive compensation program mitigates risks by avoiding any named executive officer placing undue emphasis on any particular performance metric at the expense of other aspects of our business.

~~Compensation Committee Report~~

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the members of management of the Company and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee

	~~The Compensation Committee:~~ J. Patrick Galleher (Chairman) William H. Everett
	~~/s/ Andre M. Boisvert~~
	~~Andre M. Boisvert (Chairman)~~

	~~/s/ William H. Everett~~
	~~William H. Everett~~

Proposal 2–Advisory Vote on Executive Compensation

P~~ROPOSAL 2~~Section 14A of the Exchange Act enables our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. The proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on the Company’s executive compensation. Because this is an advisory vote, this proposal is not binding upon the Company, our Board of Directors or the Compensation Committee; however, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders in their vote on this proposal. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address these concerns.

As described in detail under the heading “Compensation Discussion and Analysis,” the goals of our compensation program are to ensure that executive compensation rewards management for helping us achieve our financial goals (increased sales, profitability, etc.) and aligns management’s overall goals and objectives with those of our stockholders. To achieve these goals, our Compensation Committee and Board of Directors aim to:

●

provide a competitive compensation package that enables us to attract and retain superior management personnel;

●

relate compensation to our overall performance, the individual officer’s performance and our assessment of the officer’s future potential; and

●

reward our officers fairly for their role in our achievements.

We are asking our stockholders to indicate their support for our named executive officer compensation program as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure in the Company’s Proxy Statement for the Annual Meeting.”

VOTE REQUIRED

The affirmative vote of the holders of a majority of the shares of our voting securities represented in person or by proxy at the Annual Meeting entitled to vote on such proposal that vote for or against such proposal is required to approve the advisory vote on executive compensation. This is a non-binding advisory vote.

The Board of Directors recommends a vote "FOR" the advisory vote on executive compensation disclosed in the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosure.

Proposal 3–Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

Section 14A of the Exchange Act requires that our stockholders vote at least every six calendar years, on a non-binding, advisory basis, to determine the frequency of the advisory vote on our overall executive compensation programs with a choice for future votes to be held every one, two or three years. For the reasons described below, we recommend that our stockholders select a frequency of three years, or a triennial vote.

The structure and terms of our executive compensation program is designed to balance the Company’s financial resources while also supporting long-term value creation, and we believe a triennial vote will allow our stockholders to better judge our executive compensation program in relation to our long-term performance. As described in this Proxy Statement, one of the key objectives of the structure of our executive compensation is to attempt to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation.

We believe that a triennial vote will provide us with the time to thoughtfully respond to stockholders’ sentiments and implement any necessary changes. We intend to review changes to our compensation arrangements in an effort to maintain the consistency and credibility of the program which is important in motivating and retaining our executive officers. We therefore believe that a triennial vote is an appropriate frequency to provide management and the Board of Directors sufficient time to consider stockholders’ input and to implement any appropriate changes to our executive compensation program.

With respect to the frequency of the say-on-pay vote, you may vote for: one year, two years or three years, or abstain. Although the advisory vote is non-binding, our Board of Directors will review the results of the vote and take them into account in making a determination concerning the frequency of future say-on-pay votes. Stockholders will have the opportunity to vote on the frequency of advisory votes on executive compensation every six years.

The Board of Directors recommends a vote for “THREE YEARS” when voting on the frequency of future advisory votes on executive compensation.

Proposal 4–Ratification of Auditors

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed the firm of Cherry Bekaert LLP, independent registered public accounting firm, to audit and report on our financial statements for the year ending December 31, ~~2017.~~2021. We have engaged Cherry Bekaert LLP as our independent registered public accounting firm since June 2010. We expect that a representative of Cherry Bekaert LLP will be present at the Annual Meeting of Stockholders to answer questions of stockholders and will have the opportunity, if desired, to make a statement.

For the years ended December 31, ~~2016~~2020 and ~~2015,~~2019, Cherry Bekaert LLP, billed us the fees set forth below, including expenses, in connection with services rendered by that firm to us.

	Year Ended December 31,		Year Ended December 31,
	2016	2015	2020	2019
Audit fees	$111,500	$122,687	$135,000	$128,100
Audit related fees			---	83,100
Tax fees	$---		---	---
All other fees	$---	$2,000	---	---
Total fees	$111,500	$124,687	$135,000	$211,200

Audit Fees.Audit fees include fees ~~for services rendered~~billed for the ~~audits~~annual audit of ~~our annual~~the Company’s financial statements and quarterly reviews for the fiscal years ended December 31, 2020 and 2019, and for services normally provided by Cherry Bekaert LLP in connection with routine statutory and regulatory filings or engagements.

Audit-Related Fees.Audit-related fees include fees billed for assurance and related services that are reasonably related to the performance of the annual audit or reviews of the ~~interim~~Company’s financial statements ~~included in quarterly reports. This category also includes~~and are not reported under “Audit Fees.” During our fiscal year ended December 31, 2020, there were not such fees billed by Cherry Bekaert LLP. During our fiscal year ended December 31, 2019, Cherry Bekaert LLP billed the Company $83,100 for audit-related services related to certain assets acquired by us during 2019.

Tax Fees.Tax fees include fees for ~~review of documents filed with~~professional services for tax compliance, tax advice and tax planning for the ~~SEC.~~tax years ended December 31, 2020 and 2019. During our fiscal years ended December 31, 2020 and 2019, no such fees were billed by Cherry Bekaert LLP.

All Other Fees.All other fees include fees for products and services other than those described above. During our fiscal years ended December 31, 2020 and 2019, no such fees were billed by Cherry Bekaert LLP.

The Audit Committee of the Board of Directors has considered whether the provision of services described above under "Audit-related fees" and "Other fees" is compatible with maintaining the independence of Cherry Bekaert LLP and has concluded that it is compatible.

~~Ratification of Selection of Independent Auditors~~RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered accounting firm retained to audit our financial statements. The Audit Committee has appointed Cherry Bekaert LLP as our independent external auditor for the year ending December 31, ~~2016.~~2021. Cherry Bekaert LLP has served as our independent registered accounting firm continuously since June 2010. The Audit Committee is responsible for the audit fee negotiations associated with the retention of Cherry Bekaert LLP. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered accounting firm. ~~Further, in conjunction with the rotation of the auditing firm's lead engagement partner, the Audit Committee and its chairperson has and~~ ~~will continue to be directly involved in the selection of Cherry Bekaert, LLP 's new lead engagement partner.~~ The members of the Audit Committee and the Board believe that the continued retention of Cherry Bekaert LLP to serve as our independent external auditor is in the best interests of the Company and its stockholders.

Stockholder ratification of the selection of Cherry Bekaert LLP as our independent registered public accounting firm is not required but is being presented as a matter of good corporate practice. Notwithstanding stockholder ratification of the appointment of the independent registered public accounting firm, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm if the Audit Committee believes that such a change would be in our best interests and the best interests of our stockholders. The Audit Committee has not determined what action it would take if the stockholders do not ratify the appointment, but may reconsider the appointment.

~~Audit Committee Pre-Approval Policy~~AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee's policy is that all audit and non-audit services provided by its independent registered public accounting firm shall either be approved before the independent registered public accounting firm is engaged for the particular services or shall be rendered pursuant to pre-approval procedures established by the Audit Committee. These services may include audit services and permissible audit-related services, tax services and other services. Pre-approval spending limits for audit services are established on an annual basis, detailed as to the particular service or category of services to be performed and implemented by our financial officers. Pre-approval spending limits for permissible non-audit services are established on a quarterly basis, detailed as to the particular service or category of services to be performed and implemented by our financial officers. Any audit or non-audit ~~servicefees~~service fees that may be incurred by us during a quarter that fall outside the limits pre-approved by the Audit Committee for a particular service or category of services must be reviewed and approved by the Chairperson of the Audit Committee prior to the performance of services. On ~~a quarterly~~an annual basis, the Audit Committee reviews and itemizes all fees paid to its independent registered public accounting firm in the prior quarter (including fees approved by the Chairperson of the Audit Committee between regularly scheduled meetings and fees approved by our financial officers pursuant to the pre-approval policies described above) and further reviews and itemizes all fees expected to be paid in the upcoming quarter. The Audit Committee may revise its pre-approval spending limits and policies at any time. None of the fees paid to the independent registered public accounting firm were approved by the Audit Committee after the services were rendered pursuant to the "de minimis" exception established by the SEC for the provision of non-audit services.

~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF~~

~~CHERRY, BEKAERT LLP. AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.~~

The Board of Directors recommends a vote "FOR" the ratification of the appointment of Cherry Bekaert LLP as the independent registered public accounting firm.

REPORT OF THE AUDIT COMMITTEE

On October 23, 2013, the Company established an Audit Committee of the Board of Directors. The Audit Committee consists of two members, Messrs. Everett and ~~Boisvert.~~Nowlan. All the members are independent directors under the NYSE and SEC Audit Committee structure and membership requirements. The Audit Committee has certain duties and powers as described in its written charter, a copy of which can be found on the company’s website at http://cdn.irdirect.net/IR/432/1220/Audit-Committee-Charter-Final-Exhibit-A%20(1)~~.pdf.~~.pdf.

The Audit Committee has reviewed and discussed the Company’s audited financial statements and related footnotes for the fiscal year ended December 31, ~~2016,~~2020, and the independent auditor’s report on those financial statements, with management and with our independent auditor, Cherry Bekaert LLP (“Cherry Bekaert”). The Audit Committee has also discussed with Cherry Bekaert the matters required to be discussed by the statement on Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board. The Audit Committee has also received the written disclosures and the letter from Cherry Bekaert required by applicable requirements of the Public Company Accounting Oversight Board regarding Cherry Bekaert’s communications with the Audit Committee concerning independence, and has discussed with Cherry Bekaert that firm’s independence.

Based on the review and the discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020 that ~~was~~were filed with the SEC.

	~~The Audit Committee:~~

	~~/s/ William H. Everett~~
	~~William H. Everett (Chairman)~~

	~~/s/ Andre M. Boisvert~~
	~~Andre M. Boisvert~~

The Audit Committee

Michael Nowlan (Chairman)

William H. Everett

Certain Relationships and Related Party Transactions and Director Independence

~~CERTAIN RELATIONSHIPS AND~~ RELATED PARTY TRANSACTIONS ~~AND DIRECTOR INDEPENDENCE~~

~~Related Party Transactions~~None.

As noted in this proxy statement, Mr. Boisvert will not be standing for re-election as a director at the 2017 Annual Meeting. However, in order to retain Mr. Boisvert’s experience and expertise in the software as a service industry as the Company continues its transition into that sector, the Company has agreed to enter into a consulting arrangement with Mr. Boisvert which will begin immediately after he is no longer a director, which will occur the day after the 2017 Annual Meeting and continue for four years. Mr. Boisvert will provide his services to the Company for up to twelve days per calendar quarter. In consideration, the Company has agreed to pay Mr. Boisvert as follows: (i) $40,000 within thirty days after he ceases to be a member of the Board and (ii) $31,250 per calendar quarter during the four years. Additionally, after Mr. Boisvert ceases to be a member of the Board, his two percent change of control compensation, which was previously disclosed by the Company in a Current Report on Form 8-K filed on July 12, 2012, will terminate. Mr. Boisvert has also agreed to certain non-competition and non-solicitation provisions during the four years he provides service to the Company.

~~Director Independence~~DIRECTOR INDEPENDENCE

As of ~~July 30, 2017,~~April 27, 2021, we had three independent directors on our Board, ~~Andre M. Boisvert,~~ William H. Everett, ~~and~~ J. Patrick ~~Galleher.~~Galleher and Michael Nowlan. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by NYSE American and the SEC.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the Compensation Committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

~~OTHER MATTERS~~Other Matters

We know of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the enclosed proxy card to vote the shares they represent as the Board of Directors may recommend.

Section 16(a): Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who beneficially own more than ten percent of the Company’s common stock to file with the Securities and Exchange Commission reports showing ownership of and changes in ownership of the Company’s common stock and other equity securities. On the basis of information submitted by the Company’s directors and executive officers, the Company believes that its directors and executive officers timely filed all required Section 16(a) filings for fiscal year 2020.

Stockholder Proposals and Nominations for 2022 Annual Meeting

~~ADDITIONAL INFORMATION~~Pursuant to our bylaws, stockholders who wish to submit proposals to be considered or to nominate persons for election to the Board of Directors at the 2022 Annual Meeting must be a stockholder of record, both when they give us notice and at the 2022 Annual Meeting, must be entitled to vote at the 2022 Annual Meeting, and must comply with the notice provisions in our bylaws. A stockholder’s notice must be delivered to our Corporate Secretary at c/o Issuer Direct Corporation, 1 Glenwood Ave, Suite 1001, Raleigh NC 27603 not less than 75 nor more than 105 days before the anniversary date of the immediately preceding Annual Meeting. For our 2022 Annual Meeting, the notice must be delivered between February 26, 2022 and March 28, 2022. However, if our 2022 Annual Meeting is not within 30 days of June 11, 2022, the notice must be delivered no later than the close of business on the 10th day following the earlier of the day on which the first public announcement of the date of the 2022 Annual Meeting or 120 days prior to such meeting. The public announcement of an adjournment or postponement of the 2022 Annual Meeting will not trigger a new time period (or extend any time period) for the giving of a stockholder notice as described in this proxy statement. The stockholder’s notice must be updated and supplemented as set forth in our bylaws.

Additional Information

A copy of our ~~2016~~2020 Annual Report on Form 10-K is available to each stockholder in connection with this Proxy Statement. The ~~2016~~2020 Annual Report on Form 10-K ~~and Form 10-K/A~~ is not a part of the proxy solicitation materials.

We file reports and other information with the SEC. Copies of these documents may be obtained at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. Our SEC filings are also available on the SEC’s website at http://www.sec.gov.

www.issuerdirect.com

ISSUER DIRECT CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS – ~~THURSDAY SEPTEMBER 28, 2017,~~

JUNE 11, 2021 AT 9:12:00 AMPM EDT

CONTROL ID:

REQUEST ID:

The undersigned, a stockholder of Issuer Direct Corporation (the “Company”), hereby revoking any proxy heretofore given, does hereby appoint Jeffrey M. Quick proxy, with power of substitution, for and in the name of the undersigned to attend the ~~2016~~2021 annual meeting of stockholders of the Company to be held ~~at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560,~~virtually, on ~~Thursday, September 28, 2017~~Friday, June 11, 2021 beginning at 9:12:00 ~~AM,~~PM, local time, or at any adjournment or postponement thereof, and there to vote, as designated below.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)

VOTING INSTRUCTIONS

If you vote by phone, fax or internet, please DO NOT mail your proxy card.

MAIL:

Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.

FAX:

Complete the reverse portion of this Proxy Card and Fax to ~~202-521-3464.~~202.521.3464.

INTERNET:

https://www.iproxydirect.com/~~ISDR~~isdr

PHONE:

~~1-866-752-VOTE (8683)~~866.752.VOTE(8683)

ANNUAL MEETING OF THE STOCKHOLDERS OF

~~ISSUER~~OFISSUER DIRECT CORPORATION

PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Proposal 1

FOR

ALL

AGAINST

ALL

FOR ALL

EXCEPT

To elect the ~~three (3)~~six (6) directors nominated by our Board of Directors as set forth in the Proxy ~~Statement~~Statement:

☐

William H. Everett

Director, Chairman of the Board, Member of Audit Committee ~~Member of~~& Compensation Committee ~~and Strategic Advisory Committee~~

☐

~~CONTROL ID:~~

~~J. Patrick Galleher~~

~~Director, Chairman of the Strategic Advisory Committee~~

☐

~~Brian R. Balbirnie~~

~~Director, Chief Executive Officer~~

☐

~~Erik Frank~~

~~Director Nominee~~

☐

~~Michael Nowlan~~

~~Director Nominee~~

☐

Michael Nowlan

Director, Chairman of Audit Committee

☐

J. Patrick Galleher

Director, Chairman of Compensation Committee

☐

CONTROL ID:

Brian R. Balbirnie

Director, President and Chief Executive Officer

☐

REQUEST ID:

Marti Beller

Director Nominee

☐

Graeme P. Rein

Director Nominee

☐

Proposal 2

FOR

AGAINST

ABSTAIN

Advisory Vote on Executive Compensation;

☐

Proposal 3

1 YEARS

2 YEARS

3 YEARS

ABSTAIN

Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation;

☐

Proposal 4

FOR

AGAINST

ABSTAIN

To ratify the appointment ~~by the Audit Committee of the Board of Directors~~ of Cherry Bekaert LLP as our independent registered public accounting firm for the year ending December 31, ~~2017~~2021.

☐

MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐

MARK HERE FOR ADDRESS CHANGE ◻☐ New Address (if applicable):

~~____________________________~~_________________________

IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Dated: ________________________, ~~2017~~2021

(Print Name of Stockholder and/or Joint Tenant)

(Signature of Stockholder)

(Second Signature if held jointly)

Nominee	Age	Position	Director Since	Age	Position	Director Since
William H. Everett	66	Director, Chairman of the Audit Committee, Member of Compensation Committee & Strategic Advisory Committee	2013	70	Director, Chairman of the Board, Member of Audit Committee, Compensation Committee & Strategic Advisory Committee	2013
J. Patrick Galleher	43	Director, Chairman of the Strategic Advisory Committee	2014	48	Director, Chairman of Compensation Committee and Strategic Advisory Committee	2014
Michael Nowlan				62	Director, Chairman of Audit Committee	2017
Brian R. Balbirnie	45	Director, Chief Executive Officer	2007	49	Director, President and Chief Executive Officer	2007
Eric Frank	52	Director Nominee	--
Michael Nowlan	58	Director Nominee	--
Marti Beller				54	New Director Nominee
Graeme P. Rein				41	New Director Nominee

Name and Principal Position	Year	Salary		Deferred Compensation		Bonus		Stock Awards		Option/ Warrant Awards		All Other Compensation		Total

Brian R. Balbirnie	2016	$	185,000	$	-	$	93,883	$	-	$	-	$	-	$	278,883
Chief Executive Officer	2015	$	185,000	$	-	$	-	$	-	$	-	$	-	$	185,000
	2014	$	180,345	$	-	$	-	$	-	$	-	$	-	$	180,345

Steven Knerr	2016	$	151,000	$	-	$	59,601	$	-	$	-	$	-	$	210,601
Chief Financial Officer(1)	2015	$	139,037	$	-	$	-	$	84,800	$	57,900	$	-	$	281,777

Wesley Pollard	2014	$	155,345	$	-	$	9,939	$	-	$	-	$	-	$	165,284
Chief Financial Officer(1)

Director	Fees Earned or Paid in Cash	Stock Awards	Warrant Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total

Andre M. Boisvert(1)	$31,500	$-	$-	$-	$-	$-	$31,500
William H. Everett(3)	$30,000	$127,500	$-	$-	$-	$-	$157,500
David Sandberg(2)	$17,333	$-	$-	$-	$-	$-	$26,000
J. Patrick Galleher(3)	$27,000	$127,500	$-	$-	$-	$-	$154,500

	Number of
	Shares	Percentage
Name of Beneficial Owner	Owned (1)	Owned (1)

Brian R. Balbirnie (2)(3)	622,672(6)	21.06%
Steven Knerr (2)	34,792(7)	1.17%
Andre M. Boisvert (3)	40,000	1.35%
William H. Everett (3)	65,400(8)	2.17%
J. Patrick Galleher (3)	61,000(9)	2.03%
James Michael (4)	251,100	8.50%
All officers, directors, and management as a group (6 persons)	1,074,964	34.80%

Other beneficial holders:
Red Oak Partners, LLC(5)	331,770	11.23%
Yorkmont Capital Partners, LP	284,765	9.72%