Panagiotis Lazaretos
SPAR GroupAbout Panagiotis Lazaretos
Panagiotis (“Panos”) Lazaretos, age 53, re-joined SGRP’s Board on May 6, 2025 as a designee to one of the two “Brown Board Seats” and previously served as a director from December 10, 2019 to January 25, 2022. He holds a BS in Computer Science from the State University of New York and has deep international retail services experience; SGRP’s Board has currently determined he is not independent due to prior paid consulting with the company. Years of service on SGRP’s board: ~2019–2022; 2025–present.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPAR Group, Inc. (SGRP) | Director | Dec 10, 2019 – Jan 25, 2022; May 6, 2025 – present | Member of Audit, Governance, and Compensation Committees during 2019–2022 tenure; re-joined via Brown Board Seat in 2025 |
| SGRP (pre-merger predecessor) | Director of Technology | Jun 1997 – Jul 1999 | Led transition from paper process to web-based data collection/reporting |
| SGRP | Director of Technology | Jul 1999 – Jun 2002 | Technology leadership post-merger |
| SGRP | Vice President, International Operations | Jun 2002 – May 2013 | International operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Thenablers, Inc. | Co-founder & CEO | Nov 2017 – Feb 2020 | Retail services enablement |
| Sales Service International | Director, Business Development | Feb 2017 – Jun 2019 | Business development |
| Adecco Group | Regional Director, Field Marketing Services | Jun 2013 – Nov 2016 | Regional field marketing leadership |
Board Governance
- Seat and nomination rights: Holds a “Contractually Dedicated” Brown Board Seat; nominated by Robert G. Brown under the CIC Agreement. If not elected by shareholders, Board intends to appoint at Nominating Rights Holder’s request. Resignation Letters allow removal upon Nominating Rights Holder direction.
- Independence: Board determined Lazaretos is not independent under Nasdaq rules because he was a paid consultant following his prior Board retirement. He does not qualify as a “Super Independent Director.”
- Committee assignments: Not disclosed for current 2025 tenure; during prior tenure he served on Audit, Compensation, and Governance Committees.
- Attendance: Board held 13 meetings in 2024 with all then-current members attending ≥75%; in 2021 the Board held 9 meetings and all members attended ≥75% (historical context; Lazaretos was a director in 2021).
Fixed Compensation
| Component | Amount | Terms/Notes |
|---|---|---|
| Annual Retainer (Non-Employee Director) | $130,000 | Payable quarterly in cash; Board may opt to pay a portion in RSUs if available under a shareholder-approved plan |
| Chairman of the Board (additional) | $35,000 | Paid to the Chair in addition to NED retainer |
| Committee Chair – Audit | $10,000 | Additional annual fee |
| Committee Chair – Governance | $7,500 | Additional annual fee |
| Committee Chair – Compensation | $7,500 | Additional annual fee |
| Meeting fees | $0 | No extra compensation for meeting participation |
| Reimbursement | Actual expenses | Reasonable documented expenses reimbursed |
| Lazaretos Director Fees (Historical) | 2021 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $69,482 | N/A – not on Board in 2024 |
| Equity Awards ($) | $0 | N/A – proxy states directors did not receive RSUs in 2024 |
| All Other Compensation ($) | $0 | N/A |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Nonqualified Stock Options (2020 Plan director grant) | Feb 4, 2021 | 10,000 options to Lazaretos | For director grants in 2020+ plans: vest over four years, 25% per year if service continues | Exercise price set at FMV at grant per plan norms (specific per-award exercise price not disclosed in proxy) |
| Options (referenced in consulting agreement) | Feb 4, 2022 | Outstanding options continued to vest per original terms | Per consulting agreement; continued vesting through agreement term | Part of consulting arrangement with Thenablers Ltd. |
Policy triggers affecting equity awards:
- Change-of-control/Extraordinary Event: All outstanding Awards (options/RSUs) vest in full upon defined Extraordinary Events, with RSUs settled in cash or stock at the company’s option; 30-business-day exercise window may apply unless paid out at full vested FMV.
- Clawback: Recovery of Award-related compensation required if a financial restatement due to Awardee’s material misconduct/fault causes amounts to be unearned, per applicable law and company policy.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Lazaretos in SGRP’s proxy materials |
| Prior public company boards | None disclosed for Lazaretos in SGRP’s proxy materials |
| Interlocks/Shared directorships (competitors/suppliers/customers) | None disclosed for Lazaretos; SGRP’s committee members are independent and “Super Independent” as defined; related-party oversight via Audit Committee |
Expertise & Qualifications
- Technical and operational: Computer Science degree; led technology transition to web-based data collection; extensive field marketing and international operations leadership.
- Industry experience: >15 years in retail services and international business development (Adecco; Sales Service International; Thenablers).
- Board qualifications: Prior service on Audit, Compensation, Governance committees; global sales/market expansion consulting experience relevant to SGRP’s business.
Equity Ownership
| Metric | Status |
|---|---|
| Total beneficial ownership (shares) | Not disclosed as of Dec 31, 2024; Security Ownership table lists major holders and executives but does not include Lazaretos (he was not on the Board at year-end 2024). |
| Ownership % of shares outstanding | Not disclosed (see above). |
| Options (exercisable/unexercisable) | 10,000 options granted Feb 4, 2021; options referenced in consulting agreement on Feb 4, 2022 continued to vest per terms during agreement period. |
| RSUs/PSUs (vested/unvested) | No director RSUs disclosed for 2024; future grants possible under 2025 Plan with 1–2 year vesting for directors. |
| Pledged/hedged shares | Not disclosed. (Ethics Code and By-Laws require approval/oversight for related-party conflicts; Compensation Committee may consent to pledge under strict conditions.) |
Governance Assessment
- Board effectiveness and independence: Lazaretos’ current status is “not independent” per SGRP’s determination due to prior paid consulting, and he occupies a contractually dedicated “Brown Board Seat” controlled by a major shareholder (Robert G. Brown). This reduces independence and heightens influence risks versus “Super Independent” standards embedded in SGRP’s 2022 By-Laws. RED FLAG: independence and sponsor-controlled seat.
- Related-party exposure: Thenablers Ltd consulting agreement (Feb 1, 2022–July 31, 2023) paid $10,000/month plus incentives, with outstanding options continuing to vest; appropriately approved as a related-party transaction per Audit Committee oversight, but it creates perceived conflict risk. RED FLAG: recent related-party payments.
- Attendance and engagement: Historical Board attendance thresholds were met in 2021 (≥75% for all members); current committee participation not disclosed for 2025. Neutral signal; lack of current committee disclosure limits evaluation of engagement depth.
- Compensation and alignment: Director compensation is predominantly cash; directors did not receive RSUs in 2024; Lazaretos received a modest option grant in 2021 under the 2020 Plan. Alignment may be lower relative to equity-heavy structures, though the 2025 Plan enables director RSUs/options with accelerated vesting on Extraordinary Events.
- Governance controls: Robust By-Laws require super-majority approvals, “Super Independent” leadership roles, and Resignation Letters enabling removal for performance/compliance or seat-holder direction; clawback language in the 2025 Plan strengthens recovery mechanisms. Positive control framework, but contractually dedicated seats partially offset independence benefits.
- Transaction context: A potential going-private merger with Highwire was approved by shareholders in Oct 2024 and may result in delisting and governance changes; composition and roles could change at closing (and affect director tenure/compensation). Monitoring recommended.
Overall: Lazaretos brings relevant operational and technology expertise and prior committee experience but is not independent and holds a sponsor-controlled seat with recent related-party ties—key diligence areas for investors assessing board oversight quality and conflicts.