Edward Carmines
About Edward Carmines
Dr. Edward Carmines (Age 70) has served as an independent director of Charlie’s Holdings, Inc. since March 2, 2022. He is Chief Scientific Officer of Chemular, Inc. (PMTA scientific/regulatory programs), Advisory Board Member at Sparq Life, Inc. (inhalation science for non-tobacco products), and Principal of Carmines Consulting, LLC (toxicology and regulatory affairs consulting to the regulated tobacco industry). Previously, he managed safety of novel/oral tobacco products at R.J. Reynolds and was a principal scientist at Philip Morris USA (1996–2009), developing FDA Red Book-based testing guidelines; he holds a B.S. in Chemistry and a Ph.D. in Toxicology from the Medical College of Virginia (VCU) . The Board has determined Dr. Carmines is independent under Nasdaq/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Philip Morris USA (Altria Client Services) | Principal Scientist | 1996–2009 | Developed guidelines for safe testing of cigarette ingredients/components based on FDA Red Book |
| R.J. Reynolds Tobacco Co. | Scientist (safety of novel/oral products) | Prior to 1996–2009 period | Managed safety of novel and oral tobacco products |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Chemular, Inc. | Chief Scientific Officer | Current | Designs/directs PMTA scientific and regulatory programs for clients across tobacco product categories |
| Sparq Life, Inc. | Advisory Board Member | Current | Science of inhalation for non-tobacco products |
| Carmines Consulting, LLC | Principal | Current | Toxicology and regulatory affairs consulting to regulated tobacco industry |
Board Governance
- Independence: Board deems Carmines independent (Nasdaq/NYSE) .
- Committee assignments: Only standing committee is Audit (members: Scot Cohen, Chair; Jeff Fox). Carmines is not listed as a member; the full Board handles Compensation and Nominating/Gov duties .
- Financial expert: Audit Committee identifies Scot Cohen as the “audit committee financial expert” (not Carmines) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings while serving. Similarly, 5 meetings in 2023 with ≥75% attendance standard met .
- Board leadership: No Chair; Board holds sessions solely of independent directors without management .
- Interlocks: Company discloses no interlocking relationships involving its Board/compensation committee in the last fiscal year .
Fixed Compensation
| Year | Annual Retainer (Plan) | Cash Fees Earned | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|---|
| 2024 | $60,000 annual retainer policy | $50,000 | — | — | Board suspended cash compensation beginning Nov 2024; Carmines’ line item: $50,000 cash; no stock awards in 2024 |
| 2023 | $60,000 annual retainer policy | $34,000 | — | — | Cash compensation suspended beginning June 2023; directors serving full year received annual restricted stock awards (see performance comp) |
Performance Compensation
| Year | Award Type | Shares Granted | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| 2024 | — | — | — | $0 (no director stock awards in 2024; Carmines: $0 stock awards) |
| 2023 | Restricted Stock (annual director grant) | 600,000 | Two equal annual installments, service-based | Included in Stock Awards; Carmines’ 2023 Stock Awards total $52,000 |
| 2023 | Restricted Stock (additional services) | 600,000 (additional) | Not separately specified; service-based RSUs per program | Included within Carmines’ $52,000 aggregate Stock Awards disclosure |
Performance metrics table (directors):
- No performance metrics disclosed for director equity; awards are service-based restricted stock vesting in time-based installments .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current) | Not disclosed in CHUC proxy biographies for Carmines |
| Interlocks | Company reports no Board/compensation committee interlocks in last fiscal year |
Expertise & Qualifications
- Ph.D. in Toxicology; B.S. in Chemistry (Medical College of Virginia/VCU) .
- Deep nicotine/tobacco regulatory and toxicology expertise; PMTA program leadership (Chemular) .
- Prior R&D/safety leadership at major tobacco companies (Philip Morris USA; R.J. Reynolds) .
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | Preferred/Convertible | Options/Warrants | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| June 11, 2025 | 1,861,758 | — | — | 1,861,758 | 0.7% |
| April 17, 2024 | 1,644,260 | — | — | 1,644,260 | 0.6% |
Notes:
- Beneficial ownership per SEC rules (includes securities exercisable/convertible within 60 days); CHUC outstanding shares basis detailed in proxies .
- No options/warrants are listed for Carmines in beneficial ownership tables; no disclosure of pledged shares or hedging by Carmines in the proxy .
Governance Assessment
- Alignment and skin-in-the-game: Carmines holds ~0.7% of outstanding common stock as of June 11, 2025, up from 0.6% in 2024—meaningful alignment for a micro-cap director, though without disclosed ownership guideline requirements or pledge/hedge policy specifics in the proxy .
- Committee effectiveness: Carmines is not on the two-member Audit Committee; with Compensation and Nominating/Governance handled by the full Board, oversight relies on collective Board engagement. Audit Committee met four times in 2024; “financial expert” designation resides with the chair (Cohen) .
- Independence and attendance: Confirmed independent; attendance threshold met (≥75%); Board met five times in 2024 and 2023; independent director sessions occur without management—constructive for governance .
- Compensation structure signals: 2024 director pay was cash-only ($50k) with cash compensation suspended starting November 2024—suggesting cash conservation; no equity awards granted in 2024. In 2023, Carmines received time-based RS plus an additional 600,000 shares for extra services—worthy of scrutiny to ensure scope/objectives were well-defined and shareholder-aligned .
- Related-party/conflict exposure: Proxy discloses a related-party lease with the Stump family (not involving Carmines). No related-party transactions involving Carmines, Chemular, or Carmines Consulting are disclosed in the proxies reviewed; the Board maintains a formal related person transactions policy and reviews such items .
- RED FLAGS to monitor:
- Supplemental 2023 equity grant (additional 600,000 RS) outside the standard annual director award—monitor rationale and any continuing consulting arrangements that could affect independence perceptions .
- External roles in nicotine regulatory consulting (Chemular/Carmines Consulting) could pose perceived conflicts if CHUC were to engage these entities; no such transactions are disclosed in the proxy, but ongoing vigilance and clear recusals would be prudent .
- Board structure (no Chair; full Board handling Compensation/Nominating) concentrates oversight; effectiveness hinges on independent director leadership and meeting cadence .