Leonard J. Sokolow
About Leonard J. Sokolow
Independent director since June 1, 2006; age 68. Extensive finance, legal, and auditing background; designated CWCO’s “audit committee financial expert.” Current outside roles include Co-CEO of SKYX Platforms Corp. and multiple public company directorships, indicating deep governance exposure. Seven of eight CWCO directors are independent; Sokolow is among them .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newbridge Financial, Inc. | CEO & President | 2015–Aug 2023 | Led financial services holding company |
| Newbridge Securities Corp. | Chairman; later CEO | Chair: 2015–Jul 2023; CEO: Aug 2022–Aug 2023 | Oversaw full‑service broker-dealer and RIA |
| vFinance Inc. | CEO; Chairman | CEO: Nov 1999–Jul 2008; Chair: Jan 2007–Jul 2008 | Took company public; merged into National Holdings |
| National Holdings Corp. | President; Vice‑Chairman | President: Jul 2008–Jul 2013; Vice‑Chairman: Jul 2008–Jul 2014 | Senior leadership at public financial services firm |
| Caribou LLC | Consultant/Partner | Jul 2013–Dec 2014 | Strategic advisory services |
| Americas Growth Fund, Inc. | Founder, Chairman & CEO | 1994–1998 | Closed-end 1940 Act fund leadership |
| Applica Inc. | EVP & General Counsel | 1988–1993 | Public appliance company legal leadership |
| Boutique law firm | Founding attorney & partner | 1982–1988 | Corporate, securities, tax law practice |
| Ernst & Young; KPMG Peat Marwick | Certified Public Accountant | 1980–1982 | Early career in accounting |
External Roles
| Company | Role | Tenure | Committees/Position |
|---|---|---|---|
| SKYX Platforms Corp. (Nasdaq: SKYX) | Co‑CEO; Director | Co‑CEO since Sep 2023; Director ongoing | Former Audit Chair (2015–Feb 2022); current Corporate Development Committee member |
| Agrify Corporation (Nasdaq: AGFY) | Director | Dec 2021–May 2024 | Audit Committee member |
| Vivos Therapeutics, Inc. (Nasdaq: VVOS) | Director | Since Jun 2020 | Audit Committee Chair; Nominating & Corporate Governance Committee member |
Board Governance
- Committee assignments at CWCO:
- Audit Committee: Chair (C)
- Nominations & Corporate Governance Committee: Member (X)
- Compensation Committee: Not a member
- Environmental & Social Governance Committee: Not a member
- Independence: Board determined all non‑management directors (including Sokolow) are independent under NASDAQ rules .
- Attendance: Each director attended at least 75% of combined Board and committee meetings in 2024; Board met 4x, Audit met 4x, Nominating met 3x, Compensation met 3x, ESG met 2x .
- Audit oversight: As Audit Chair, Sokolow leads oversight of financial reporting, internal controls, and cybersecurity/IT risks; designated as “audit committee financial expert” .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024 actual) | $62,600 | As reported in director compensation table |
| Equity awards (2024 grant value) | $47,020 | Fair value on grant date |
| Total (2024) | $109,620 | Cash + equity |
Director compensation policy components relevant to Sokolow:
- Annual Board cash retainer: $33,000 (non‑executive directors)
- Audit Committee Chair cash retainer: $7,400; member: $4,400
- Nominating & Corporate Governance Committee member cash retainer: $2,200; Chair: $3,700
- Annual equity retainers: Board member $33,150; Audit Chair $9,980; Nominating member $3,890; shares calculated using Oct 1 prior year price
- 2025 increase: Board approved 6% increase to director compensation
Performance Compensation (Director)
| Equity Component | 2024 Value (USD) | Mechanics |
|---|---|---|
| Board member equity retainer | $33,150 | Shares determined by dividing retainer by Oct 1 price |
| Audit Committee Chair equity retainer | $9,980 | Same calculation method |
| Nominating Committee member equity retainer | $3,890 | Same calculation method |
| Total equity (matches reported) | $47,020 | Sum equals disclosed stock awards |
Directors do not have performance‑conditioned equity at CWCO; equity is annual retainer‑based. More than 40% of director compensation is Company stock, supporting alignment .
Other Directorships & Interlocks
| Entity | Nature | Overlap/Interlock with CWCO |
|---|---|---|
| SKYX Platforms Corp. | Co‑CEO; Director | No disclosed commercial relationship with CWCO |
| Agrify Corporation | Former Director | No disclosed interlocks with CWCO operations |
| Vivos Therapeutics | Director; Audit Chair | No disclosed interlocks with CWCO operations |
Expertise & Qualifications
- Audit committee financial expert designation; backgrounds in legal, accounting, auditing, and consulting .
- Prior senior executive roles across broker‑dealer, investment adviser, and public financial services firms; founder/leader of registered investment company .
- Governance experience: Audit chair roles at multiple public companies; current CWCO Audit Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Leonard J. Sokolow | 36,544 | <1% | All shares have shared investment power; 269 held by a trust with Sokolow and spouse as co‑trustees |
Policies affecting alignment and risk:
- Hedging and pledging of Company stock by directors and officers are prohibited under Insider Trading and Disclosure of Non‑Public Information Policy .
- Related‑party transactions require pre‑approval by Audit Committee and are otherwise prohibited; no Sokolow‑related transactions disclosed .
Governance Assessment
-
Strengths:
- Independent director; Audit Chair with “financial expert” designation enhances financial oversight quality .
- Solid engagement: Board and committee meetings attended at least 75%; active role on Nominating Committee .
- Director pay mix includes substantial equity (≈43% in 2024), aligning incentives with shareholders; Board policy targets >40% stock .
- Companywide clawback policy adopted in 2024; robust cybersecurity oversight with Audit Committee responsibility .
-
Potential Flags / Watch items:
- External time commitments: simultaneous Co‑CEO role at SKYX, plus ongoing public board responsibilities (Vivos), could constrain availability during crises; monitor attendance and responsiveness trends over time .
- No explicit director stock ownership guidelines disclosed (beyond equity retainer structure); consider advocating formal guideline to strengthen alignment .
- Audit firm transition (Marcum resignation; CBIZ engagement) increases importance of stable audit leadership—mitigated by Audit Committee oversight under Sokolow .
-
Shareholder sentiment:
- Say‑on‑pay support ~88% at 2024 AGM; Board maintained compensation program, signaling acceptable governance to investors .
Appendix: CWCO Committee Matrix (2024)
| Committee | Membership | Meetings (2024) |
|---|---|---|
| Audit | Butler; Pergande; Sokolow (Chair); Whittaker | 4 |
| Compensation | Butler; Ebanks; Flowers; Whittaker | 3 |
| Nominations & Corporate Governance | Beidler‑D’Aguilar; Ebanks; Pergande; Sokolow | 3 |
| Environmental & Social Governance | Beidler‑D’Aguilar; Butler; Flowers; McTaggart (Chair) | 2 |
Board met 4 times in 2024; each director attended at least 75% of combined Board and committee meetings .