Matthew Montesano
About Matthew Montesano
Matthew P. Montesano is Interim Chief Financial Officer of Charlie’s Holdings, Inc. (CHUC). He was appointed CFO on May 10, 2021, resigned on February 10, 2023 to pursue other opportunities, and has continued as Interim CFO at a reduced salary of $100,000 annually . As of June 11, 2025, Montesano is 39 years old . Under his tenure, CHUC’s Pay-for-Performance disclosure shows TSR of $38.86 (2022), $106.21 (2023), and $49.82 (2024), with net losses of $1.592M (2022), $2.093M (2023), and $4.159M (2024) . His background includes divisional CFO roles for Charlie’s Chalk Dust, LLC since 2014 and Don Polly, LLC since 2019; founder/managing partner of Relay BPO; corporate finance roles at L’Oréal USA; and investment banking at KeyBanc Capital Markets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Charlie’s Holdings, Inc. (CHUC) | Chief Financial Officer | 2021–2023 | Corporate CFO overseeing public-company finance and reporting |
| Charlie’s Holdings, Inc. (CHUC) | Interim Chief Financial Officer | 2023–present | Continued financial leadership at reduced fixed compensation |
| Charlie’s Chalk Dust, LLC (largest operating division) | Chief Financial Officer | 2014–present | Finance leadership for largest/profitable division |
| Don Polly, LLC (hemp-derived products division) | Chief Financial Officer | 2019–present | Built finance function for hemp-derived products segment |
| L’Oréal USA | Corporate Finance roles (Professional Products and SalonCentric) | Not disclosed | Corporate finance experience in consumer products |
| KeyBanc Capital Markets | Investment Banking (Industrials) | Not disclosed | Debt/equity/M&A transactions in industrials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relay BPO, LLC | Founder and Managing Partner | Not disclosed | Built outsourced accounting and business process firm |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $102,000 | $100,000 |
| Bonus ($) | $1,000 (tax-related payments) | $0 |
| Stock Awards ($) | $10,000 | $0 |
| All Other Compensation ($) | $18,000 (401k, healthcare, auto) | $12,694 (401k, healthcare, auto) |
| Total ($) | $131,000 | $112,694 |
Notes:
- Company did not award annual cash bonuses in 2023–2024; certain cash payments were issued to cover income tax liabilities from 2023 restricted stock grants .
- Montesano agreed to continue as Interim CFO indefinitely with reduced salary of $100,000 annually after his 2/10/2023 resignation .
Performance Compensation
Short-Term Incentive (Annual Bonus)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus program | N/A | None established | N/A | 2023: $1,000 (tax-related payments); 2024: $0 | N/A |
Long-Term Incentives — Restricted Stock Awards (RSAs)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based service (RSAs) | Not disclosed | Continued service | RSAs granted company-wide in 2023; Montesano had 476,667 unvested shares at YE 2024 | Two-year vesting; unvested market value $13,394 at YE 2024 | Two equal annual installments for officers (2023 grants); accelerated upon change-in-control subject to continued employment |
Long-Term Incentives — Stock Options
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based service; stock price | Not disclosed | N/A | 500,000 options exercisable, strike $0.4431, expire 10/28/2029 | N/A | 500,000 exercisable; no unexercisable options outstanding at YE 2024 |
Change-in-control: All restricted shares automatically accelerate upon change in control or sale of substantially all assets, subject to continued employment on the date of change-in-control .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Common shares owned | 2,225,409 |
| Vested stock options (exercisable) | 500,000 |
| Total beneficial ownership | 2,725,409 |
| Ownership % of common | 1.0% |
| Unvested stock awards at YE 2024 | 476,667 (market value $13,394 at $0.0562 closing price) |
| Option strike and expiration | $0.4431; 10/28/2029 |
| Pledging/Hedging | No pledging or hedging disclosed in proxy materials |
| Stock ownership guidelines | Not disclosed |
As of 12/31/2024, the option strike ($0.4431) was above the market price ($0.0562), indicating options were out-of-the-money at that date .
Employment Terms
| Term | Detail |
|---|---|
| Initial appointment | Appointed CFO on May 10, 2021 |
| Status change | Resigned 2/10/2023; continues as Interim CFO |
| Base salary (current) | $100,000 annually (Interim CFO) |
| Contract term, severance | Not disclosed for Montesano in proxy |
| Change-in-control equity | All restricted shares accelerate upon change-in-control, subject to continued employment |
| Post-employment compensation (pension/deferred) | None for NEOs in 2024 (and none in 2023 ) |
Investment Implications
- Alignment: Montesano owns 2.225M common shares and 500k vested options, totaling 1.0% beneficial ownership—meaningful skin-in-the-game; RSAs are time-based and accelerate on change-in-control, aligning incentives to strategic transactions .
- Selling pressure: Unvested RSAs of 476,667 at YE 2024 will vest on a two-year schedule, implying potential near-term supply upon vest; options were OTM at YE 2024, limiting option-driven selling pressure unless the stock appreciates materially .
- Pay-for-performance: No annual bonus program and minimal equity grants in 2024 suggest conservative cash/equity mix; pay levels are modest with reductions since 2023 and tax-related cash payments rather than performance bonuses .
- Retention risk: Interim status since 2023 with low base salary could imply elevated retention risk; absence of disclosed severance or specific employment protections for Montesano increases transition risk should the company recruit a permanent CFO .
- Corporate performance context: TSR volatility (2023 rebound, 2024 decline) and persistent net losses heighten execution risk; equity acceleration on change-in-control could incentivize strategic alternatives .