Jack Levine
About Jack Levine
Independent director since 2019; age 74. President of Jack Levine, PA (CPA firm) since 1984, licensed CPA in Florida and New York. Serves as Audit Committee Chair and member of the Compensation and Nominating, Corporate Governance & Sustainability committees; designated by the Board as an SEC “financial expert” with requisite financial sophistication. Education: B.A. (Hunter College) and M.A. (New York University).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beach Bank | Director; Audit Chair | 2000–2006 | Led audit oversight at community bank |
| Prairie Fund (mutual fund) | Director | 2000–2006 | Board oversight |
| Bankers Savings Bank | Director | 1996–1998 | Board oversight |
| Miami-Dade County School Board | Audit Committee Member | 2004–2006 | Oversight in nation’s 3rd largest school system |
| Provista Diagnostics, Inc. | Director; Audit Chair | 2011–2018 | Audit leadership in diagnostics |
| Grant Life Sciences | Director; Audit Chair | 2004–2008 | Audit leadership (cervical cancer R&D) |
| Pharmanet, Inc. | Director; Audit and other committees | 1999–2007 | Governance at global drug services company |
| Biscayne Pharmaceuticals, Inc. | Director | Not disclosed | Board service in biopharma |
External Roles
| Company | Listing | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Strawberry Fields REIT, Inc. | NYSE: STRW | Director; Audit Chair; SEC Financial Expert | Since Jun-2021 | Leads audit oversight at healthcare REIT |
| SignPath Pharma, Inc. | Private | Director; Audit Chair | Since 2010 | Long-tenured audit leadership |
| Associations | — | NACD Member; Association of Audit Committee Members | Current | Ongoing governance education/engagement |
Board Governance
- Committee assignments (current): Audit (Chair), Compensation (Member), Nominating, Corporate Governance & Sustainability (Member). Growth & Strategy Committee: not a member.
- Independence: Board determined Levine was independent under Nasdaq and SEC rules.
- Attendance: Board met 11 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; all members attended last year’s annual meeting.
- Committee cadence (2024): Audit 6 meetings; Compensation 8; Nominating/CGS 5; Government Affairs 1 (replaced by Growth & Strategy in Jan-2025). Independent directors meet in executive session typically at each regular in‑person meeting.
Fixed Compensation
| Component (Directors) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Standard for non‑employee directors under 2022 Board Plan |
| Audit Committee Chair fee | $15,000 | Annual supplemental cash retainer |
| Compensation Committee Member fee | $5,000 | Annual supplemental cash retainer |
| Nominating/CGS Committee Member fee | $5,000 | Annual supplemental cash retainer |
| Total annual cash fees (2024 actual) | $105,000 | Matches proxy table for Levine |
| Year | Fees Earned (Cash) | Stock Awards (Grant-date value) | Total |
|---|---|---|---|
| 2023 | $113,324 | $150,000 | $263,324 |
| 2024 | $105,000 | $150,000 | $255,000 |
Notes: Chairman of the Board receives an additional $30,000 cash retainer (not applicable to Levine). No meeting fees disclosed. Annual and supplemental cash retainers paid quarterly.
Performance Compensation
| Grant | Grant Date | Type | Shares/Units | Grant-date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity (2024 service) | Jul-18-2024 | RSUs | 40,541 | $150,000 | Vests on earlier of Jul-18-2025 or date immediately preceding next annual meeting |
| Annual director equity (2023 service) | Jul-24-2023 | Restricted Stock | 24,077 | $150,000 | Vested on earlier of Jul-24-2024 or date preceding next annual meeting |
No performance metrics disclosed for director equity awards; awards are time‑based to align interests with shareholders. Annual equity awards limited so combined cash+equity ≤$200,000 cap per director (lead independent/Chair exceptions noted).
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee interlocks | None in 2024; no officer/employee members; no cross‑committee interlocks disclosed |
| Related party transactions | None requiring disclosure since Jan-1-2024; Board approves any material related party transactions |
| Professional/consulting services to Blink | None by directors (directly or indirectly) |
Expertise & Qualifications
- SEC “financial expert” and Nasdaq “financial sophistication” per Board determination; long-tenured audit chair experience across public and private boards.
- CPA (FL, NY), >35 years advising corporations on complex accounting, tax, and operational issues.
- Ongoing governance education via NACD membership; participates in best-practice communities for audit committee members.
Equity Ownership
| Metric | As of May 20, 2024 | As of Apr 30, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 155,718 | 216,259 |
| % of shares outstanding | <1% | <1% |
| Included derivative/RSU positions | Includes 54,000 stock options exercisable within 60 days (Battaglia shown separately; Levine options not listed in 2024 footnote); Levine’s 2025 footnote includes 40,541 RSUs vesting |
Policies prohibit hedging and pledging of company stock by directors, officers, and employees—positive alignment signal.
Governance Assessment
- Strengths: Independent audit chair with SEC financial expert designation; extensive audit leadership across multiple companies; clear committee workload and cadence; hedging/pledging prohibited; robust director education and governance processes; all directors met ≥75% attendance threshold.
- Alignment: Director pay structure balances cash retainer and time‑based equity ($150k annually), promoting skin‑in‑the‑game while avoiding complex performance metrics for directors.
- Shareholder signals: Say‑on‑pay support was 63% in 2024, below typical norms; Compensation Committee engaged investors and transitioned executive equity to three‑year performance measurement beginning with 2025 grants—constructive response (Levine is a committee member).
- Controls and audit oversight: Auditor changed from Marcum to Grant Thornton in 2024; Marcum had adverse opinions on ICFR for 2023. Audit Committee (chaired by Levine) oversaw the transition and independence—an area to monitor for remediation efficacy.
- Conflicts: No related‑party transactions or consulting relationships; Board independence affirmed.
Red Flags to monitor: below‑par say‑on‑pay support (improving trajectory depends on execution of new executive LTIs); prior ICFR weaknesses and auditor rotation (ensure remediation and stable controls in 2025+).