Alan Plafker
About Alan Plafker
Independent director at Surge Components (SPRS) since June 2001; age 66 (as of the 2025 proxy). Career insurance executive and credit-union services leader; currently VP at Garber Atlas Fries & Associates (since Nov-2016). Credentials include Certified Professional Insurance Agent (AIMS Society), CIC, and CUBLP; B.S. in Business Administration from Adelphi University. Core strengths: insurance/financial risk, governance, and small-business operations. Independent under Nasdaq and Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Member Brokerage Service LLC (Melrose Credit Union) | President & CEO; also Director of Business Services, and prior Board/Supervisory Committee member | CEO: Jul 2000–Nov 2016; Board/Supervisory: Jan 1993–Jul 2000 | Led credit union CUSO; deep lending/financial oversight experience |
| Garber Atlas Fries & Associates, Inc. | Vice President | Nov 2016–present | Commercial/personal insurance; licensed NY insurance agent/broker |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Professional Insurance Agents Association of New York State | Past President; Board Director | Not disclosed | Industry leadership and advocacy |
| New York Independent Livery Drivers Benefit Fund | Treasurer; Board Director | Not disclosed | Oversees benefit fund complying with NY Workers’ Comp regs |
Board Governance
- Independence and tenure: Independent director; on SPRS board since 2001 .
- Committee assignments (FY2024 activity):
- Audit Committee (member; chair: Gary M. Jacobs). 4 meetings in FY2024 .
- Nominating & Corporate Governance Committee (member; chair: Gary M. Jacobs). 1 meeting in FY2024 .
- Not on Compensation Committee (members: Peter Levy—chair; Gary Jacobs) .
- Attendance and engagement: Board held 5 meetings in FY2024; each director attended at least 75% of board + committee meetings; all directors attended 2024 annual meeting .
- Board structure: Combined Chair/CEO (Ira Levy); board oversees risk via periodic reports from management, auditors, and counsel; code of ethics in place .
- Shareholder-rights plan: Board seeks ratification to extend rights plan to Oct 7, 2028 and raise trigger from 4.99% to 9.99% to deter hostile takeovers; current rationale emphasizes protection and board ability to exempt qualifying offers .
Fixed Compensation (Director)
Director cash retainer structure and actual pay:
- Program: $3,000/month cash for non-employee directors; $4,000/month if chairing more than two committees; eligible for equity awards (no set annual target) .
- FY2024 actual (year ended Nov 30, 2024): Plafker received $36,000 cash; no equity disclosed .
- FY2023 actual: Plafker received $36,000 cash; no equity disclosed .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees ($) | 36,000 | 36,000 |
| Equity Awards ($) | — | — |
| Total ($) | 36,000 | 36,000 |
Note: Program retainer terms quoted above applied in FY2024; 2023 section references the same structure with prior description updates .
Performance Compensation (Director)
Non-employee directors do not have disclosed performance-based metrics; equity is discretionary and not formulaic for directors .
| Performance Metric | Definition/Use | Applies to Directors? |
|---|---|---|
| Formulaic performance goals (revenue, EBITDA, TSR, etc.) | Set and used for executives’ cash/equity; discretionary committee outcomes | Not disclosed for directors; no director metrics reported |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit/industry boards | PIA NYS (past President; director); NY Independent Livery Drivers Benefit Fund (Treasurer; director) |
| Interlocks with SPRS competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Insurance and credit-union financial services leadership; licensed NY insurance agent and broker .
- Certifications: Certified Professional Insurance Agent (AIMS Society), CIC, CUBLP .
- Education: Bachelor’s degree in Business Administration (Adelphi University) .
- Board skills: financial oversight (committee service), governance processes .
Equity Ownership
- Beneficial ownership as of Aug 31, 2025: 76,334 shares (including options exercisable within 60 days); 1.4% of shares outstanding (5,706,732) .
- Beneficial ownership as of Aug 31, 2024: 46,334 shares (including 20,000 options at $3.55); “<1%” .
| Metric | Aug 31, 2024 | Aug 31, 2025 |
|---|---|---|
| Shares Beneficially Owned (incl. options exercisable ≤60 days) | 46,334 | 76,334 |
| Beneficial Ownership % | — (<1%) | 1.4% |
| Shares Outstanding Used for % | 5,582,783 | 5,706,732 |
Options counted as beneficial ownership (exercisable within 60 days):
- 20,000 options @ $3.55 (exercisable ≤60 days) .
- 30,000 options @ $2.20 (exercisable ≤60 days, shown in 2025 proxy footnote) .
| Instrument | Quantity | Exercise Price | Status/Notes |
|---|---|---|---|
| Stock Options | 20,000 | $3.55 | Exercisable within 60 days (beneficial ownership count) |
| Stock Options | 30,000 | $2.20 | Exercisable within 60 days (beneficial ownership count) |
Additional alignment indicators:
- Stock ownership guidelines for directors: Not disclosed .
- Pledging/hedging: Not disclosed in proxies; Code of Ethics referenced .
- Section 16(a) filings: Company reports compliance by directors and officers for FY2024 .
Insider Trades (Form 4s)
| Period | Disclosed Activity | Compliance Note |
|---|---|---|
| FY 2024 | Not itemized in proxy | Company states officers/directors complied with Section 16(a) filing requirements |
| FY 2025 (through proxy filing) | Not itemized in proxy | Company again indicates compliance for FY2024; no FY2025 Form 4 summary provided |
Monitoring recommendation: Track Form 4 filings around grant/vesting windows; none summarized in proxies; Section 16(a) compliance affirmed .
Governance Assessment
Strengths
- Independent, long-tenured director with finance/insurance oversight; serves on Audit and Nominating committees; demonstrates engagement (≥75% attendance) .
- Clear independence designation; board committee structure separates oversight roles; Audit Committee chaired by a financial expert (Jacobs); presence of clawback policy in 2024 Equity Incentive Plan enhances accountability .
- Director pay is modest, cash-only in FY2024, with no meeting fees; reduces risk of pay-for-attendance incentives .
- Shareholder support: 2024 Say-on-Pay advisory vote received strong “For” vote count (2,864,112 For vs 37,345 Against; 305,232 Abstain) .
Risks/Watch items
- Board chair and CEO roles are combined, which can dilute independent oversight; mitigated partially by active committees .
- Rights plan extension and higher trigger (9.99%) could be viewed as entrenchment risk absent clear NOL rationale currently; board retains discretion to exempt qualifying offers .
- Related-party lease to an entity owned by CEO and VP (not involving Plafker) is reviewed by Audit Committee; continue to monitor independence in reviewing these arrangements .
RED FLAGS
- Rights Plan extension/trigger increase may be an entrenchment signal if not accompanied by robust shareholder engagement and clear performance rationale .
Notes on Related-Party Exposure (Plafker-specific)
- No related-party transactions disclosed involving Plafker; Audit Committee reviews and approves related-party transactions per charter .
Appendix: Committee Snapshot (FY2024)
| Committee | Members | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Chariton; Plafker; Jacobs; Peter Levy | Gary M. Jacobs | 4 |
| Compensation | Peter Levy; Gary Jacobs | Peter A. Levy | 2 |
| Nominating & Corporate Governance | Chariton; Plafker; Peter Levy; Jacobs | Gary M. Jacobs | 1 |
All citations: