Charles M. Anderson
DGLYAbout Charles M. Anderson
Charles “Chopper” M. Anderson (age 68) was elected as an independent director of Digital Ally, Inc. on December 17, 2024 and serves on the Audit, Compensation, and Nominating & Governance Committees. He is the CEO and founder of Alien Audio (since 2007) and a renowned Nashville-based session/touring bass player; he graduated from Belmont College in 1977 and has performed with artists including Dolly Parton, Kenny Rogers, and Reba McEntire (touring 1991–2001). The company discloses that he holds no other public company directorships in the past five years, and he was nominated as an independent director to join all three committees upon election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alien Audio | Chief Executive Officer (Founder) | 2007–present | Founded and operates bass guitar manufacturing company; industry recognition |
| Reba McEntire (tour) | Touring Bass Player | 1991–2001 | High-profile national touring experience |
| Nashville session work (multiple artists) | Session/Touring Bass Player | Since 1975; graduated Belmont 1977 | Collaborations across rock, pop, country, R&B; numerous hit albums |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None | — | No other public directorships in past five years |
| Alien Audio | CEO/Founder | 2007–present | Private company leadership; product innovation |
Board Governance
| Committee | Anderson Role | Chair | Effective Date |
|---|---|---|---|
| Audit Committee | Member (Independent) | D. Duke Daughtery | Dec 17, 2024 |
| Compensation Committee | Member (Independent) | Leroy C. Richie | Dec 17, 2024 |
| Nominating & Governance Committee | Member (Independent) | Leroy C. Richie | Dec 17, 2024 |
- Independence: Committee memberships are composed of directors the Board considers independent under SEC/Nasdaq rules; Anderson joined as an independent director upon election .
- Board engagement/attendance: The Board held four meetings in FY2023 and each director then serving attended at least 75% of Board and committee meetings; all directors then in office attended the 2023 annual meeting (Anderson was not yet on the Board) .
- Executive sessions: All directors other than the Chairman/CEO met in executive session regularly during 2023 and year-to-date 2024 .
Fixed Compensation
| Director (2023) | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| Leroy C. Richie | 60,000 | — | — | 60,000 |
| Daniel F. Hutchins | 55,000 | — | — | 55,000 |
| Michael J. Caulfield | 50,000 | — | — | 50,000 |
| D. Duke Daughtery | 12,500 | — | — | 12,500 |
- Anderson-specific fees are not disclosed for 2024 given his election at year-end; the company states non-employee directors receive standard board compensation .
Performance Compensation
| Equity/Performance Feature | Details | Status |
|---|---|---|
| Non-employee director stock options | Board policy in 2023 was to grant each non-employee director 5,000 options, subject to vesting requirements | Policy disclosed; grant accounting not shown in 2023 director comp table |
| Performance metrics (TSR/EBITDA/Revenue) | Any metrics tied to director compensation | None disclosed |
- Outstanding director option positions (legacy grants) are disclosed for certain directors with exercise prices/expirations, indicating option-based equity was historically used for director alignment .
Other Directorships & Interlocks
| Category | Entity/Details | Notes |
|---|---|---|
| Current public boards | None | Company states Anderson holds no public company directorships |
| Prior public boards (5 yrs) | None | None disclosed |
| Shared directorships/interlocks | None | No interlocks with competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Entertainment industry operator: CEO/founder of Alien Audio with product and brand leadership in musical instruments .
- Extensive music-industry network: Decades of session/touring experience across major artists and genres, signaling event/entertainment domain expertise relevant to DGLY’s Kustom Entertainment subsidiary exposure .
- Education: Belmont College graduate (1977) from its early music program .
Equity Ownership
| Metric | As of Nov 14, 2024 | As of Feb 18, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 0 (reported as “-0-”) | 0 (reported as “-”) |
| % of shares outstanding | <1% (based on 4,884,541 shares outstanding) | <1% (based on 79,251,318 shares outstanding) |
Footnotes:
- 2024 ownership table basis: 4,884,541 shares outstanding as of Nov 14, 2024; Anderson shown as “-0-” shares .
- 2025 special meeting filing reiterates no reported beneficial ownership for Anderson; company notes 79,251,318 shares outstanding on Feb 14, 2025 record date .
Governance Assessment
- Committee coverage and independence: Anderson is an independent member on all three key Board committees, supporting robust oversight; Audit and Compensation chairs are distinct (Daughtery and Richie), reducing concentration of power .
- Attendance expectations: Board emphasizes high engagement; while Anderson’s 2023 attendance is not applicable, governance practice requires directors to attend all meetings and the annual meeting .
- Ownership alignment: As of Nov 14, 2024 and Feb 2025 records, Anderson reported zero beneficial ownership—this indicates limited “skin-in-the-game” alignment pending any future grants or open-market purchases .
- Director pay structure: The company relies on cash retainers and historically options for directors; it does not use an independent compensation consultant, and no performance-linked metrics for directors are disclosed, limiting explicit pay-for-performance alignment at the Board level .
- Related-party/conflicts: No Anderson-specific related-party transactions are disclosed; the Audit Committee oversees related-person transactions with explicit approval standards to safeguard independence .
RED FLAGS
- Zero beneficial ownership as of latest disclosures may be viewed as weak direct financial alignment pending future equity accumulation .
- No independent compensation consultant and lack of performance metrics tied to director compensation may reduce perceived pay-for-performance rigor for Board-level compensation oversight .