Gary Jacobs
About Gary Jacobs
Gary M. Jacobs (age 68) is an independent director of Surge Components, Inc. (SPRS), serving since July 2003; he is Audit Committee Chair, Nominating & Corporate Governance Committee Chair, and a member of the Compensation Committee . He is a certified public accountant, designated by the Board as an “audit committee financial expert,” and holds a BBA in Accounting from Adelphi University; currently President of Bar Bakers, LLC since October 2014 . The Board has determined he is independent under Nasdaq rules and Exchange Act Rule 10A‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bar Bakers, LLC | President | Oct 2014–present | Operating executive experience in food manufacturing |
| Chem Rx | Chief Financial Officer | Jun 2008–Mar 2011 | Led finance at healthcare company |
| Gold Force International, Ltd. | CFO & COO | May 2005–Jun 2008 | Finance/operations leadership in jewelry supplier |
| Karat Platinum LLC | COO/CFO | May 2005–Jun 2008 | Alternative metals venture operations/finance |
| The Innovative Companies, LLC | President | Jul 2003–Apr 2005 | Natural stone supplier leadership |
| The Hain Celestial Group, Inc. | EVP Operations & Corporate Secretary | Oct 2001–Feb 2003 | Food/personal care operations leadership |
| The Hain Celestial Group, Inc. | EVP Finance, CFO & Treasurer | Sep 1998–Oct 2001 | Public-company CFO experience |
| Graham Field Health Products, Inc. | Chief Financial Officer | Prior to 1998 | Manufacturing/distribution CFO experience |
| Ernst & Young LLP | Audit staff (Senior Manager) | 13 years | Big 4 audit, advanced to senior manager |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bar Bakers, LLC | President | Oct 2014–present | Commercial food manufacturer leadership |
No other public company directorships or nonprofit/academic boards are disclosed for Mr. Jacobs in the DEF 14A .
Board Governance
- Independence: The Board determined Jacobs is independent under Nasdaq rules and Rule 10A‑3 .
- Committee leadership: Audit Committee Chair; Nominating & Corporate Governance Committee Chair; Compensation Committee member (chair is Peter Levy) .
- Meetings and attendance: FY ended Nov 30, 2024—Board held 5 meetings; Audit held 4; Compensation held 2; Nominating & Governance held 1; each director attended at least 75% of Board and applicable committee meetings; all directors attended the Nov 26, 2024 annual meeting .
- Audit Committee report: Signed by Jacobs as Chair; committee reviewed audited FY2024 financials, auditor independence, internal controls, and recommended inclusion in Form 10‑K .
- Related-party review authority: Audit Committee is responsible for reviewing and approving Item 404 related-party transactions .
Fixed Compensation
| Component | Program Terms | FY2024 Amount for Gary Jacobs |
|---|---|---|
| Cash retainer | Monthly cash fee $3,000; $4,000 per month for a non-employee director serving as chairman of more than two committees; non-employee directors are eligible for equity awards with no annual target | $48,000 cash fees |
Note: Other directors earned $36,000 cash; Jacobs’ higher cash reflects committee chair responsibilities per program terms .
Performance Compensation
| Item | Details | FY2024 Status |
|---|---|---|
| Equity awards (RSUs/Options/DSUs) | Non-employee directors are eligible for equity awards; no annual target amount set | No equity grants disclosed for directors in FY2024; compensation table shows cash only for Jacobs |
| Performance metrics tied to director compensation | Not disclosed for directors (company describes performance markers for executive bonuses, not for director pay) | Not disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | — |
The company leases offices from an entity 50% owned by CEO Ira Levy and VP Steven Lubman; Audit Committee (chaired by Jacobs) oversees approval of related-party transactions (Item 404) . This is a governance oversight point, not a disclosed conflict for Jacobs personally.
Expertise & Qualifications
- CPA with Big 4 audit background (Ernst & Young; 13 years, senior manager) .
- Public-company CFO and operations leadership (Hain Celestial; Graham Field; Chem Rx) .
- Board-designated audit committee financial expert under Item 407(d)(5)(ii) .
- Industry exposure across consumer/food, healthcare, manufacturing, and jewelry/metals sectors .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components/Notes |
|---|---|---|---|
| Gary Jacobs | 212,000 | 3.8% | Includes 25,000 options at $1.41 (exercisable within 60 days) and 30,000 options at $3.55 (exercisable within 60 days); base denominator 5,706,732 shares outstanding as of Aug 31, 2024 |
Options counted in beneficial ownership: 25,000 at $1.41 exp. 4/23/2025; 30,000 at $3.55 exp. 3/15/2027 . The proxy does not break out direct vs indirect share ownership for Jacobs beyond the total and included options .
Governance Assessment
-
Strengths
- Deep financial expertise (CPA, audit committee financial expert) and long-tenured board service since 2003, enhancing audit oversight quality .
- Active governance role: Chairs Audit and Nominating & Governance; participates on Compensation; strong engagement with at least 75% attendance and annual meeting participation .
- Meaningful ownership (3.8%), with exercisable options included, aligning interests to some extent for a microcap issuer .
-
Risks and RED FLAGS
- Very long tenure (~22 years) can raise questions about independence over time despite formal Nasdaq independence designation .
- Company-level related-party transactions (office lease with entity owned by CEO and VP) require vigilant oversight; while Audit Committee (chaired by Jacobs) reviews them, ongoing related-party exposure is a persistent governance risk .
- Director pay appears entirely cash-based in FY2024 with no disclosed equity grants, modestly weakening long-term alignment versus equity-linked director compensation norms .
- No formal board diversity policy; nominations emphasize qualifications and stockholder value, but lack of diversity policy may be viewed negatively by some investors .
-
Committee Effectiveness Signals
- Audit Committee documented review of auditor independence and financial reporting quality, and recommended inclusion of FY2024 audited financials in Form 10-K—positive oversight indicator .
- Compensation Committee structure: Jacobs is a member; bonuses and equity awards for executives are guided by performance markers but retain significant discretion—investors should monitor alignment and discretion usage over time .
-
Attendance and Engagement
- Board and committee meetings held in FY2024 (Board 5; Audit 4; Comp 2; Nominating 1) with minimum 75% attendance and full annual meeting attendance—acceptable engagement level .
Overall, Jacobs’ audit leadership, CPA credential, and ownership are positives for investor confidence, while long tenure and continuing related-party arrangements at the company level are watch items requiring sustained independent oversight .