Scot Cohen
About Scot Cohen
Scot Cohen (Age 56) is an independent director of Charlie’s Holdings (CHUC) and Chair of the Audit Committee; he was appointed to the Board in March 2013 . He is Founder and Managing Partner of V3 Capital Partners, Co-Manager of Red Fortune Fund, Founder of Petro River Oil, LLC and Chairman of Petro River Oil Corp (OTCBB: PTRC); he previously founded Iroquois Capital Opportunity Fund and co-founded Iroquois Capital . He currently serves as a director at Wrap Technologies, Inc. (NASDAQ: WRTC) and holds a B.S. from Ohio University (1991) . The Board has affirmatively determined he is independent under Nasdaq/NYSE rules and Rule 10A-3, financially literate, and designated an “audit committee financial expert” under Item 401(h) of Regulation S-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| V3 Capital Partners | Founder & Managing Partner | Not disclosed in proxy | Early-stage consumer products investing; financial expertise |
| Red Fortune Fund | Co-Manager | Not disclosed in proxy | Private equity fund based in Hong Kong |
| Petro River Oil, LLC | Founder | Not disclosed in proxy | Upstream energy ventures |
| Petro River Oil Corp (OTCBB: PTRC) | Chairman | Not disclosed in proxy | Public oil and gas producer oversight |
| Iroquois Capital Opportunity Fund | Founder & Managing Partner | Not disclosed in proxy | Special situations private equity |
| Iroquois Capital | Co-Founder | Not disclosed in proxy | Hedge fund investing in small/micro-cap companies |
External Roles
| Organization | Role | Public Listing | Committees/Notes |
|---|---|---|---|
| Wrap Technologies, Inc. | Director | NASDAQ: WRTC | Board role; committee assignments not disclosed |
| Petro River Oil Corp | Chairman | OTCBB: PTRC | Public company chairmanship |
Board Governance
- Committee roles: Audit Committee Chair; committee members are Cohen (Chair) and Fox .
- Independence: Board determined Cohen is independent under Nasdaq/NYSE rules and Rule 10A-3; audit “financial expert” designation .
- Meetings: Board held five meetings in 2024; each director attended at least 75% of Board/committee meetings while serving .
- Audit Committee activity: Met four times in FY 2024 .
- Board leadership: No current Board Chair; Board regularly holds sessions solely of independent directors without management present .
- Related person transactions oversight: Audit Committee responsibilities include reviewing related person transactions ; Board’s policy defines review/approval process for related party transactions .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual director cash retainer (policy) | $60,000 | $60,000 |
| Cash compensation suspension (effective date) | Suspended beginning June 2023 | Suspended beginning November 2024 |
| Fees earned (cash) – Scot Cohen | Not individually disclosed for 2023 | $50,000 |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | None disclosed; reimbursement for Board/committee attendance | None disclosed; reimbursement for Board/committee attendance |
Performance Compensation
| Equity Component | 2023 | 2024 |
|---|---|---|
| Annual director restricted stock awards (RSAs) | 600,000 shares; service-based vesting in two equal annual installments (for directors serving entire year) | No director stock awards reported for Cohen; “Stock Awards” shown as $0 |
| Vesting terms | Two equal annual installments; continued service required | N/A |
| Change-in-control treatment | RSAs automatically accelerate upon change in control or sale of substantially all assets (subject to continued service at change in control date) | RSAs automatically accelerate upon change in control (same plan terms) |
| Performance metrics tied to director pay | Not disclosed; director RSAs appear service-vested (no performance metrics disclosed) | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Wrap Technologies (NASDAQ: WRTC) | Director | No interlocking relationships disclosed involving CHUC’s Board/comp committee and other entities |
| Petro River Oil Corp (OTCBB: PTRC) | Chairman | No interlocking relationships disclosed involving CHUC’s Board/comp committee and other entities |
The proxy states: “No interlocking relationships exist between our Board or the compensation committee of any other entity” and only Ryan Stump served as an employee director in the last fiscal year .
Expertise & Qualifications
- Audit committee financial expert; financially literate under applicable Nasdaq/NYSE rules .
- Extensive investment and capital markets background via V3 Capital Partners, Iroquois Capital Opportunity Fund, and Iroquois Capital; broad network and financial expertise cited by the Board as valuable to CHUC’s strategy .
- Sector leadership experience as Chairman of Petro River Oil Corp and founder roles in energy-technology ventures (Petro Spring) .
- Education: B.S., Ohio University (1991) .
Equity Ownership
| Metric | As of June 11, 2025 |
|---|---|
| Common shares owned | 1,971,607 |
| Shares issuable upon conversion of Series A Preferred | 846,246 |
| Shares issuable upon exercise of vested stock options | 72,448 |
| Total beneficial ownership (shares) | 2,890,301 |
| Ownership as % of common shares outstanding | 1.1% |
| Notes | Includes securities held by V3 Capital Partners and the Scot Jason Cohen Foundation; Cohen has dispositive/voting power over these shares |
Governance Assessment
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Strengths
- Independent director with audit chair responsibilities; designated audit committee financial expert and financially literate, supporting robust financial oversight .
- Board regularly holds independent director sessions; Cohen’s audit committee met four times in 2024, indicating active oversight .
- Clear related-party transaction policy and audit committee responsibility to review such transactions .
-
Areas to monitor / potential risks
- No active Compensation or Nominating & Corporate Governance Committees; full Board administers these duties, which can dilute specialized oversight and introduce potential conflicts in compensation governance .
- Director cash compensation was suspended twice (June 2023 and November 2024), and Cohen’s 2024 stock awards were $0; shifts from equity in 2023 to cash-only in 2024 before suspension may reflect liquidity constraints and evolving pay mix, which can affect alignment and retention .
- Change-in-control provisions accelerate director RSAs automatically; while common, automatic acceleration can weaken pay-for-performance alignment in sale scenarios .
- Related-party transactions exist at CHUC (leases and insider financings with other directors/executives), though none are disclosed as involving Cohen; as audit chair, his oversight of these is critical to investor confidence .
-
Attendance and engagement
- Board met five times in 2024 with ≥75% attendance by all directors; audit committee met four times—indicating baseline engagement .
Overall implication: Cohen’s independence and audit expertise are positives for board effectiveness, especially amid related-party activity elsewhere at CHUC. The absence of specialized compensation and nominating committees and automatic equity acceleration warrant ongoing monitoring for governance best-practice alignment .