Ira Levy
About Ira Levy
Ira Levy, age 69, is Chief Executive Officer, Chief Financial Officer, President, Chairman, and Director of Surge Components, Inc., roles he has held since the company’s inception in November 1981 and since March 2010 for the CFO role; he studied Business Management at Hofstra University and previously worked at Capar Components Corp. (1976–1981) . The Board combines the Chairman and CEO roles, citing company size and perceived effectiveness; four other directors are independent under Nasdaq rules . Pay-versus-performance disclosures show cumulative TSR on a $100 investment of $88.37 (FY2022), $74.24 (FY2023), and $65.25 (FY2024), with net income of $3,736,145 (FY2022), $972,110 (FY2023), and $825,677 (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Surge Components, Inc. | CEO, President, Director; Chairman | 1981–present | Long-term leadership of electronics components business; combined Chair/CEO leadership structure guiding risk oversight |
| Surge Components, Inc. | Chief Financial Officer | 2010–present | Principal executive, financial, and accounting officer responsibilities consolidated under one executive |
| Capar Components Corp. | Employee (importer/supplier of capacitors/resistors) | 1976–1981 | Industry experience foundation for board service |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bellmore Jewish Centre | Board of Trustees; President | Trustee since 2002; President 2006–2008 | Community leadership |
| METNY (Conservative movement of Judaism for NY/NJ/CT) | Board of Trustees | 2000–2004 | Governance experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $320,000 |
| Target Bonus (% of base) | 50% | 50% | 50% |
| Actual Bonus ($) | $318,400 | $37,500 | $112,875 |
| Stock Awards ($) | $60,000 | $15,000 | $32,250 |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | $61,473 | $64,957 | $65,890 |
| Total Compensation ($) | $739,873 | $417,457 | $531,015 |
Disclosure cross-check for FY 2024 bonus:
- 10-K reports FY 2024 bonus of $150,000 (vs. $112,875 in DEF 14A) .
Perquisite breakdown (FY 2024):
- Medical insurance $36,724; auto allowance $18,756; life/personal insurance $9,811 .
Base salary agreement history:
- Base raised from $275,000 (2016) to $300,000 (April 2021) to $330,000 (April 2024) .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023 performance, paid 2024) | Individual performance | 25% | 50% of base salary | Approximately 100% of target, per committee narrative | Cash bonus |
| Annual Cash Bonus | Revenue growth | 25% | 50% of base salary | Approximately 100% of target, per committee narrative | Cash bonus |
| Annual Cash Bonus | Division operating plan achievement | 25% | 50% of base salary | Approximately 100% of target, per committee narrative | Cash bonus |
| Annual Cash Bonus | Company operating plan achievement | 25% | 50% of base salary | Approximately 100% of target, per committee narrative | Cash bonus |
| Equity Awards (2023 performance, granted Apr 10, 2024) | Fully vested stock awards | — | Target 20% of base; awarded at 25% of target | 5,085 shares at $2.95 (grant-date) | Fully vested shares; committee schedules meetings after earnings |
Note: Narrative states ~100% target payout for 2023 bonuses, but DEF 14A tables report $37,500 for FY 2023 and $112,875 for FY 2024; 10-K shows $150,000 for FY 2024 bonus, indicating disclosure variance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,434,946 shares; 25.2% of common stock (based on 5,706,732 shares outstanding) |
| Options exercisable within 60 days | 50,000 at $1.41; 40,000 at $3.55; 50,000 at $2.42 (per footnote) |
| Outstanding equity awards (Nov 30, 2024) | 50,000 unexercisable + 50,000 exercisable at $1.41 exp. 04/23/2025; 40,000 unexercisable + 40,000 exercisable at $3.55 exp. 03/15/2027 |
| Vested vs unvested | Options split between exercisable and unexercisable as above; stock awards historically granted fully vested |
| Pledging/hedging | No pledging or hedging disclosures identified in proxies; ownership guidelines not disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement dates | Employment agreements revised Feb 2016; amended Apr 2021 and Apr 2024 for base salaries |
| Term | At-will; remains in effect until terminated by either party |
| Bonus eligibility | Annual bonus at Board/Comp Committee discretion; criteria set at their discretion |
| Severance (without Cause or for Good Reason) | Earned salary, vested equity, earned bonus through termination; plus 36 months of annual compensation equal to the average of base salary and bonus over prior 3 calendar years; paid over 52 weeks; acceleration of unvested equity; reimbursement of expenses; severance subject to signed release |
| Change-of-control | If accompanied by resignation within 12 months for Good Reason, severance as above; equity vesting accelerated |
| Death/disability | One year of salary and fringe benefits; 90 days to exercise vested options; payment of accrued vacation |
| Non-compete / non-solicit | 1-year post-termination non-compete and non-solicit; confidentiality and IP terms |
| Clawbacks / tax gross-ups | Not disclosed |
Board Governance
- Board independence: Chariton, Jacobs, Plafker, and Peter Levy qualify as independent under Nasdaq rules and Rule 10A-3 .
- Committees:
- Audit Committee (Chariton, Plafker, Jacobs, Peter Levy; Jacobs as Chair; financial expert designation) .
- Compensation Committee (Peter Levy as Chair; Gary Jacobs) .
- Nominating & Corporate Governance (Chariton, Plafker, Peter Levy, Jacobs; Jacobs as Chair) .
- Attendance: Board held five meetings in FY 2024; each director attended ≥75%; all directors attended 2024 annual meeting .
- Leadership structure: Chairman and CEO roles combined; Ira Levy has served as Chairman since November 1981, raising potential independence considerations; Board cites small size and efficiency .
Director Compensation (FY 2024)
| Director | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| Alan Plafker | $36,000 | $36,000 |
| Lawrence Chariton | $36,000 | $36,000 |
| Gary Jacobs | $48,000 | $48,000 |
| Peter Levy | $36,000 | $36,000 |
Program: $3,000/month for non-employee directors; $4,000/month for non-employee directors chairing more than two committees; equity awards eligible without a set annual target .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory approval of NEO compensation (Nov 26, 2024 meeting) | 2,864,112 | 37,345 | 305,232 |
Additional meeting votes:
- Auditor ratification: For 3,186,397; Against 17,792; Abstain 2,500 .
- 2024 Equity Incentive Plan approval: For 2,561,439; Against 617,936; Abstain 27,314 .
Related Party Transactions
- Headquarters lease: Surge and Challenge lease executive offices from Great American Realty of Jefryn Blvd., LLC, owned 50% by Ira Levy and 50% by Steven Lubman; annual rent payments were approximately $452,019 (FY 2024) and $278,599 (FY 2023); Audit Committee reviews related party transactions .
Performance & Track Record
| Measure | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR on $100 investment | $88.37 | $74.24 | $65.25 |
| Net Income ($) | $3,736,145 | $972,110 | $825,677 |
Note: The Board extends and amends the stockholder rights plan to October 7, 2028, increasing the trigger from 4.99% to 9.99% to deter hostile takeovers; background states no current NOL and no known hostile attempts; Board and shareholders can exempt qualifying offers .
Equity Incentives Detail
| Award Type | Quantity/Value | Grant/Exercise Price | Date/Expiration | Notes |
|---|---|---|---|---|
| Stock award (for 2023 performance) | 5,085 shares | $2.95 (share price) | Apr 10, 2024 (grant) | Committee converted cash award at 25% of target to shares; fully vested |
| Options | 50,000 (unexercisable) + 50,000 (exercisable) | $1.41 | Exp. Apr 23, 2025 | Outstanding at Nov 30, 2024 |
| Options | 40,000 (unexercisable) + 40,000 (exercisable) | $3.55 | Exp. Mar 15, 2027 | Outstanding at Nov 30, 2024 |
| Beneficial ownership footnote options | 50,000 at $2.42 | Exercisable within 60 days | Not dated | Footnote indicates additional series; reconcile to outstanding awards |
Employment & Contracts Summary
| Topic | Key Details |
|---|---|
| Severance economics | 3x annual compensation (average of base+bonus prior 3 years), paid over 52 weeks; accelerated vesting; expense reimbursement; release required; no cash severance if termination due to inability to pay debts |
| Triggers | Without Cause or for Good Reason; double-trigger with CoC and resignation within 12 months |
| Restrictive covenants | 1-year non-compete and non-solicit; confidentiality/IP |
Board Service History, Committees, Dual-Role Implications
- Director since 1981; Chairman since 1981; CEO, CFO, President concurrently .
- Not listed as member of Audit, Compensation, or Nominating committees (all independent directors) .
- Dual roles (Chairman + CEO + CFO) concentrate leadership and financial control; Board asserts small size merits combined roles, but governance best practices typically prefer independent chair or lead independent director—no lead independent director role disclosed .
Investment Implications
- Alignment: High insider ownership (≈25%) aligns incentives with shareholders; however combined Chair/CEO/CFO roles reduce structural independence, elevating key-person and governance risk .
- Incentives: Bonus and equity awards are largely discretionary with qualitative markers; narrative indicates ~100% payout for 2023 performance, but reported bonus amounts vary across filings; monitoring consistency of pay outcomes versus disclosed targets is warranted .
- Severance/CoC: Generous severance (36 months of average base+bonus) and full acceleration of equity under termination/CoC increase exit costs; signals retention but may be viewed as shareholder-unfriendly if misaligned with performance .
- Insider selling pressure: Stock awards are fully vested at grant, potentially increasing near-term selling flexibility; options expiring 2027 remain outstanding; no pledging disclosure identified .
- Governance red flags: Related-party real estate lease with significant rent; combined chair/CEO; rights plan extension to 2028 with 9.99% trigger may deter takeovers but can entrench management; investors should weigh takeover optionality .
- Say-on-Pay: Strong support in 2024 advisory vote; maintain engagement but reconcile bonus disclosures across proxy and 10-K .