Jeffrey Fox
About Jeffrey Fox
Independent director at Charlie’s Holdings, Inc. (CHUC) since July 16, 2019; age 61. Background in brand strategy and general management across large consumer and restaurant companies; prior roles include Chief Brand & Concept Officer at Pizza Hut, Co‑founder of Collider LLC, Managing Director at Foote, Cone & Belding, roles at Yum! Brands, Sony PlayStation divisions, and Hill & Knowlton. Education: BA in Journalism (San Diego State University) and MA in Mass Communications (California State University, Northridge). Current outside boards: Cici’s Pizza and Flix Brewhouse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pizza Hut | Chief Brand & Concept Officer | Not disclosed | Led brand strategy and concept development |
| Collider LLC | Co‑founder (cultural marketing strategy firm) | Not disclosed | Brand/culture strategy experience |
| Foote, Cone & Belding (FCB) | Managing Director, California office | Not disclosed | Advertising/marketing leadership |
| Yum! Brands | Various positions | Not disclosed | Consumer/restaurant expertise |
| Sony Interactive/PlayStation | Various positions | Not disclosed | Consumer entertainment/interactive experience |
| Hill & Knowlton | Public relations roles | Not disclosed | Communications/PR experience |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Cici’s Pizza | Director | Restaurants | Current board member |
| Flix Brewhouse | Director | Restaurants/Entertainment | Current board member |
Board Governance
- Independence: Board determined Fox is independent under Nasdaq/NYSE rules .
- Board structure: No Chair; independent director sessions held regularly without management .
- Board activity/attendance: 5 Board meetings in 2024; each director attended at least 75% of Board/committee meetings during 2024; Audit Committee met 4 times in 2024 .
- Committee assignments: Audit Committee member (Scot Cohen Chair; Fox member). Audit Committee responsibilities include auditor oversight, financial reporting, risk policies, and reviewing related-person transactions. Cohen designated audit committee financial expert; Fox not identified as financial expert .
| Governance Item | 2024 |
|---|---|
| Board meetings held (number) | 5 |
| Audit Committee meetings (number) | 4 |
| Director independence | Independent |
| Attendance threshold met | ≥75% per director |
| Committee membership | Audit Committee (member) |
| Committee chair roles | None (Cohen is Audit Chair) |
- Shareholder voting signal (2024 Annual Meeting): Fox received 118,567,731 FOR, 1,997,427 WITHHOLD; broker non-votes 16,101,210. Say‑on‑pay FOR votes 117,110,693 vs AGAINST 2,031,019; Reverse split authorization FOR 133,411,712 vs AGAINST 3,254,654 .
| 2024 Shareholder Votes | Votes |
|---|---|
| Director election – Fox (FOR) | 118,567,731 |
| Director election – Fox (WITHHOLD) | 1,997,427 |
| Broker non‑votes (director slate) | 16,101,210 |
| Say‑on‑pay (FOR/AGAINST/ABSTAIN) | 117,110,693 / 2,031,019 / 1,423,446 |
| Reverse split authorization (FOR/AGAINST/ABSTAIN) | 133,411,712 / 3,254,654 / 2 |
Fixed Compensation
- Director Compensation Program: Non‑employee directors receive $60,000 annual cash retainer; cash compensation was suspended beginning June 2023 and again beginning November 2024 (program-level decisions) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 (Fox) | 34,000 | 33,000 (RSAs grant-date fair value) | 67,000 |
| 2024 (Fox) | 50,000 | – | 50,000 |
Performance Compensation
- Equity design: 2023 directors received 600,000 RSAs vesting in two equal annual installments, subject to continued service; all restricted shares accelerate upon change‑in‑control. No director stock awards reported for 2024 .
| Award Element | Metric/Terms | Year | Detail |
|---|---|---|---|
| Director RSAs | 600,000 shares granted; time‑based vesting in two equal annual tranches | 2023 | Under 2019 Plan; aggregate grant-date fair value reflected in 2023 table |
| Change‑of‑control treatment | Automatic acceleration of all restricted shares upon change in control/sale of substantially all assets | Policy in effect | Applies to RSAs (subject to continued employment/service on change date) |
| 2024 director equity | None disclosed | 2024 | Stock Awards column shows $0 for Fox/directors |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Related‑party Exposure |
|---|---|---|---|
| Cici’s Pizza | Private | Director | No CHUC related‑party transactions involving Fox disclosed; no board compensation committee interlocks reported for CHUC |
| Flix Brewhouse | Private | Director | Same as above |
Board Interlocks: “No interlocking relationships exist between our Board or the compensation committee of any other entity.” (applies to CHUC’s compensation committee interlocks) .
Expertise & Qualifications
- Brand building/consumer marketing leadership across Fortune 100 consumer product companies .
- Industry experience in restaurants, consumer products, interactive entertainment; communications/PR background .
- Academic credentials in journalism and mass communications .
- Governance: Audit Committee member; audit committee financial expert designation held by Cohen (not Fox) .
Equity Ownership
| Metric | Apr 17, 2024 | Jun 11, 2025 |
|---|---|---|
| Common Stock (shares) | 1,250,000 | 1,450,000 |
| Shares Issuable upon Conversion of Series A Preferred | – | – |
| Shares Issuable upon Exercise of Warrants | – | – |
| Vested Stock Options (shares) | 250,000 | 250,000 |
| Total Beneficially Owned (shares) | 1,500,000 | 1,700,000 |
| Ownership % of Class | 0.6% | 0.7% |
| Shares Outstanding (reference) | 229,349,388 common; 126,681 Series A pref (28,588,101 as‑converted) | 259,946,903 common; 122,368 Series A pref (27,614,895 as‑converted) |
No disclosures of pledging/hedging by Fox; no Fox‑specific related‑party transactions are listed in the related‑party section (the disclosed items involve other directors/executives) .
Governance Assessment
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Positives:
- Independent director with deep brand/consumer expertise; active Audit Committee member .
- Shareholder support: strong FOR votes for Fox’s election; say‑on‑pay support robust, suggesting investor confidence in oversight of compensation .
- Audit Committee reviews related‑person transactions; independent sessions of the Board without management .
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Concerns and RED FLAGS:
- Board lacks separate Compensation and Nominating/Governance Committees; full Board administers these functions, which can dilute independent oversight and create potential conflicts when executives are present (RED FLAG) .
- Related‑party transactions with other insiders (leases with Stump family; insider loans/notes with executives/directors at high interest rates) indicate heightened conflict‑of‑interest risk and reliance on insider financing (RED FLAG) .
- Audit Committee size is only two members, which is minimal relative to best practices and could constrain oversight bandwidth (RED FLAG) .
- Director compensation design shifted from mixed cash/equity in 2023 to cash‑only in 2024 for Fox, reducing equity alignment in the latest year; cash retainer suspensions suggest liquidity constraints and compensation variability (signal to monitor) .
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Overall: Fox’s independence and consumer brand expertise strengthen CHUC’s board, particularly on marketing strategy. However, structural governance weaknesses (committee architecture, insider transactions, small Audit Committee) pose ongoing risks; as an Audit Committee member, Fox’s effectiveness in scrutinizing related‑party dealings and financial controls remains critical to investor confidence .