Michael King
About Michael King
Michael D. King (Age 57) is an independent director of Charlie’s Holdings, Inc. (CHUC), serving since June 13, 2023, originally appointed pursuant to a nomination and standstill agreement . He is the Founder and CEO of OEM Solutions, a private company focused on sourcing and manufacturing in Asia; earlier, he held roles at Allied Enterprises (sales) and Ford Motor Company (finance). He holds an MBA from the State University of New York at Buffalo . The Board has determined he is independent under Nasdaq/NYSE standards, and each director attended at least 75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OEM Solutions (private) | Founder & CEO | ~22 years (sole occupation for past 22 years as of proxy) | Built Asia supply network; experience in sourcing, cost reduction, quality improvement |
| Allied Enterprises (Pittsburgh) | Sales Representative | 1998–2001 | Commercial experience |
| Ford Motor Company | Finance Analyst/Supervisor | 1991–1998 | Financial analysis and supervision |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| OEM Solutions (private) | Chief Executive Officer | Current | Private company; not a public company directorship |
Board Governance
- Independence: The Board has five members; four (including King) are independent under Nasdaq/NYSE rules .
- Committee structure: Only a standing Audit Committee; Compensation and Nominating/Governance duties handled by the full Board (no separate committees) .
- Audit Committee composition: Scot Cohen (Chair) and Jeff Fox; all members financially literate; Cohen qualifies as an audit committee financial expert .
- Board leadership: No Chair; the Board regularly holds meetings solely of independent directors .
- Meetings and attendance: Board met 5 times in 2024; each director attended at least 75% of applicable meetings .
- Audit Committee activity: Met 4 times in 2024 .
Implication: King is not listed on the Audit Committee and, with no separate Compensation/Nominating committees, exercises those duties as part of the full Board .
Fixed Compensation
| Year | Cash Retainer/Fees | Policy Notes |
|---|---|---|
| 2023 | $0 | Director cash compensation suspended beginning June 2023; plan provides $60,000 annual retainer payable monthly, plus expense reimbursement . |
| 2024 | $50,000 | Director cash compensation suspended beginning November 2024; standard plan remains $60,000 annual retainer . |
Performance Compensation
| Year | Instrument | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|
| 2023 | Restricted Stock | $20,000 | Not individually specified for King; directors serving the full year received 600,000 restricted shares vesting in two equal annual installments (general director policy) . |
| 2024 | — | $0 | No stock awards disclosed for directors in 2024 . |
No performance metrics (TSR, EBITDA, etc.) are disclosed for director equity awards; awards are time-based restricted stock for directors serving the full year (King joined mid-2023) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships for King are disclosed in 2024 or 2025 proxies . |
Expertise & Qualifications
- Asia supply chain and manufacturing: Sourcing, purchasing, and shipping products in China and other Asian countries; cost-of-goods reduction and quality improvement .
- Growth operations: Experience operating a high-growth company (OEM Solutions) .
- Finance background: Early-career finance roles at Ford Motor Company .
- Independence and engagement: Independent status; met ≥75% attendance expectation in 2024 .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficially Owned Shares | 4,800,001 | 6,250,001 |
| Ownership % of Class | 2.1% | 2.4% |
Context: 2025 beneficial ownership calculations were based on 259,946,903 common shares and 122,368 preferred A (convertible into 27,614,895 common) outstanding as of June 11, 2025 .
Potential Conflicts & Related-Party Exposure
| Date/Period | Transaction | Parties | Terms | Status/Notes |
|---|---|---|---|---|
| July 17–Aug 1, 2023 | Unsecured promissory notes issued by CHUC | Several executives/employees and three largest stockholders including Michael King (director/stockholder) | Aggregate principal $1,400,000; 21% interest; maturities Nov–Dec 2023 | $1,070,000 (incl. $70,000 interest) repaid in 2023; as of Dec 31, 2024, $400,000 remained outstanding with Ryan Stump and Henry Sicignano III; no ongoing balance for King disclosed . |
RED FLAG: Related-party lending at a 21% rate involving a sitting director and significant stockholder (King) raises conflict-of-interest concerns; oversight rests with the Audit Committee/full Board per policy .
Risk Indicators & Red Flags
- Related-party notes: King participated as a lender at 21% interest in 2023 related-party financing (aggregate $1.4M) .
- Late Section 16 filing: A late Form 3 for Michael King was filed on June 26, 2023 (compliance lapse acknowledged in the proxy) .
- Committee structure: No separate Compensation or Nominating/Governance committees; full Board handles these functions, which may reduce specialized oversight .
- Compensation volatility: Director cash fees suspended in June 2023 and again in November 2024, creating variability in compensation mix year-over-year .
Governance Assessment
- Strengths: Independent director with deep Asia sourcing/operations experience; meaningful equity ownership (6.25M shares, 2.4%) aligning incentives; met attendance thresholds; independent-only sessions held by the Board .
- Watch items: Participation in 2023 related-party lending at 21% interest; late Form 3; absence of dedicated Compensation and Nominating/Governance committees (full Board oversight) .
- Committee engagement: King is not on the Audit Committee; Audit responsibilities concentrated with Cohen (financial expert) and Fox; the full Board covers compensation and nominations .
No bankruptcy events, criminal proceedings, or material judgments/injunctions for directors or nominees over the past 10 years were disclosed in the proxy .