Lawrence Chariton
About Lawrence Chariton
Independent director of Surge Components (SPRS) since 2001; age 68 as of the 2025 proxy. He has 50 years of operating experience in the retail jewelry industry (COO at Linda Shop Jewelry and Great American Jewelry), holds a Bachelor’s Degree in Accounting from Hofstra University, and is a graduate of the Gemological Institute of America in Diamonds and Color Stones . Independent under Nasdaq rules and Rule 10A‑3; served on nonprofit boards including State University of Old Westbury (Trustee since Feb 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linda Shop Jewelry; Great American Jewelry | Chief Operating Officer | 50 years (cumulative) | Retail operations leadership; small business management |
| New Island Hospital (later St. Joseph’s Hospital) | Director | 1998–Dec 2010 | Continued post-merger at St. Joseph’s Hospital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State University of Old Westbury (NY) | Board of Trustees Member | Feb 2018–present | Public educational institution governance |
| Jewish National Fund of Long Island | Board Member | Not disclosed | Nonprofit board service |
Board Governance
- Independence: Determined independent by the Board; qualifies under Nasdaq and Rule 10A‑3 .
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member. Not a Compensation Committee member .
- Committee chairs: Audit Committee chaired by Gary Jacobs; Nominating & Corporate Governance chaired by Gary Jacobs. Chariton does not serve as chair .
- Meeting activity: FY 2024—Board met 5 times; Audit Committee 4; Compensation Committee 2; Nominating & Corporate Governance 1. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the Nov 26, 2024 annual meeting .
- Board structure: Combined Chair/CEO roles (Ira Levy) with Board overseeing risk; Audit Committee reviews related‑party transactions .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Monthly cash retainer | $3,000 | FY 2024 | Standard for non‑employee directors |
| Monthly cash retainer (chair of >2 committees) | $4,000 | FY 2024 | Higher rate for certain chairs; Chariton not a chair |
| Total fees earned (Chariton) | $36,000 | FY 2024 | No equity grants disclosed to directors in FY 2024 |
Performance Compensation
- No performance‑based director compensation disclosed (no RSUs/PSUs/options granted to non‑employee directors in FY 2024 under the director program) .
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Director equity grant (annual) | Not set | None disclosed for FY 2024 | Directors eligible for equity awards, but no annual target; none shown for FY 2024 |
Other Directorships & Interlocks
- No current public company directorships disclosed for Chariton .
- Nonprofit/academic boards noted above; no disclosed interlocks with SPRS competitors, suppliers, or customers .
Expertise & Qualifications
- Accounting/finance foundation (B.S. Accounting, Hofstra); GIA certifications enhance oversight of inventory/operations disciplines typical in retail and supply chains .
- Small business operator with multi‑decade tenure; prior hospital and nonprofit governance experience supports board service .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Instruments Included |
|---|---|---|---|
| Lawrence Chariton | 222,573 | 3.9% | Includes options: 20,000 at $3.55 and 30,000 at $2.20, exercisable within 60 days |
- Shares outstanding reference: 5,706,732 as of Aug 31, 2024 for percentage calculation .
- Pledging/hedging: No pledging or hedging disclosures for Chariton in proxy .
- Section 16 compliance: Directors/officers complied with Form 3/4/5 filings for FY 2024 per company’s review .
Governance Assessment
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Strengths:
- Independence verified; active on Audit and Nominating committees, with solid attendance and engagement metrics .
- Meaningful equity alignment via 3.9% beneficial ownership and exercisable options, which can align interests with shareholders .
- Audit Committee oversight role includes reviewing related‑party transactions, supporting governance controls .
-
Watch‑items / potential risks:
- Related‑party real estate lease with entities owned by CEO and VP; while Chariton is not a party, Audit Committee oversight is critical to ensure arm’s‑length terms given management’s dual roles and concentrations of ownership .
- Rights Plan extension to 2028 with trigger raised to 9.99%; while adopted to deter hostile takeovers, rights plans can insulate management—ongoing scrutiny of board’s exemption processes and shareholder vote outcomes advisable .
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Signals impacting investor confidence:
- Consistent attendance and independence support board effectiveness .
- Clear committee structure and charters; Audit Committee chaired by financial expert; Chariton contributes as a member to Audit and Nominating .
- Director compensation modest and cash‑based; limited equity grants to directors in FY 2024 reduce potential dilution but also limit direct performance linkage for directors .
RED FLAGS: None directly tied to Chariton (no disclosed related‑party transactions involving him; no low attendance; no pay anomalies for directors). Company‑level related‑party leasing and poison pill extension warrant continued monitoring by Audit and independent directors .