David May
SurgePaysAbout David May
David May (age 55) has served on the SurgePays, Inc. board since February 2021. A banking professional since 1994, he is Senior Vice President of Commercial Banking at Landmark Community Bank (since 2007), with deep relationships across convenience stores and wholesalers in the Mid‑South; he is also a founding owner of Global Defense Specialists and previously chaired The Agency for Youth and Family Development for seven years. Education: graduate of the Southeastern School of Commercial Banking at Vanderbilt University. Independence: classified by SurgePays as not independent due to payments to an organization he controlled (see Board Governance).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Landmark Community Bank | Senior Vice President, Commercial Banking | 2007–present | Financing expertise in convenience store sector; relationship-driven banker |
| The Agency for Youth and Family Development | Chairman of the Board | Seven years (dates not specified) | Oversight of residential treatment facility governance |
| Global Defense Specialists | Founding Owner | Not specified | Military aircraft fleet sustainment (F‑16, C‑130, F‑5) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Landmark Community Bank | Senior Vice President, Commercial Banking | 2007–present | Memphis/Nashville markets; >$1B assets |
| Global Defense Specialists | Founding Owner | Not specified | Defense sustainment specialty |
| The Agency for Youth and Family Development | Chairman | Seven years | Non-profit leadership |
Board Governance
- Director since February 2021; tenure through the 2025 proxy cycle as a nominee for re‑election.
- Independence: not independent under Nasdaq/SEC standards; Board determined Kevin Brian Cox and David May are not independent (May due to being a controlling shareholder of an organization to which the Company made payments exceeding the greater of $200k or 5% of that organization’s revenues in 2022; prior proxy referenced 2021).
- Committees: Audit, Compensation, and Nominating/Governance are composed of independent directors (Keys, Weisberg, Schurfeld); May is not listed on any committee.
- Attendance: Each incumbent director attended at least 75% of board and applicable committee meetings in 2023 and 2024; all directors attended the 2024 annual meeting. Board held three formal meetings in 2023 and 2024.
- Executive sessions/Lead independent: not disclosed.
- Say-on-pay proposal: advisory vote included in 2025 proxy (results not in proxy).
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual cash retainer ($) | $0 | $0 (for May; $75,000 paid to independent directors) | 4/25/2024 grant applied to independent directors only |
| Committee membership fees ($) | Not disclosed | Not disclosed | May not on committees |
| Committee chair fees ($) | Not applicable | Not applicable | May not a chair |
| Meeting fees ($) | Not disclosed | Not disclosed | No meeting fee disclosure |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| Restricted Share Award (RSA) | 8/18/2023 | 15,000 shares | $77,100 | Same RSA terms as independent directors’ 8/8/2023 awards: vest at earliest of (a) director no longer serves (other than for Cause), (b) Change in Control, or (c) 5th anniversary; transfer restrictions apply |
| Equity grant to independent directors | 4/25/2024 | Not applicable to May | $50,000 equity + $75,000 cash (independent directors only) | Awards vest 4 years from grant; cash retainer paid concurrently |
Performance metrics tied to director compensation: none disclosed (no TSR/EBITDA/ESG metrics linked to director awards).
Other Directorships & Interlocks
| Company | Public Company? | Role | Committee Positions | Potential Interlocks |
|---|---|---|---|---|
| Landmark Community Bank | Private | SVP, Commercial Banking | Not disclosed | None disclosed with SURG suppliers/customers |
| Global Defense Specialists | Private | Founding Owner | Not disclosed | None disclosed |
| Prior non-profit | Non-profit | Chairman | Not disclosed | None disclosed |
| No other public company boards disclosed for May; no interlocks reported. |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Banking/credit expertise, convenience store vertical | SVP Commercial Banking since 2007; deep relationships in convenience store ecosystem |
| Defense/operations exposure | Founding owner of Global Defense Specialists |
| Governance/board leadership | Seven-year non-profit board chair experience |
| Education | Southeastern School of Commercial Banking, Vanderbilt University |
Equity Ownership
| Metric | As of Mar 10, 2024 | As of Mar 31, 2025 | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 140,944 | 182,694 | |
| Ownership as % of shares outstanding | <1% (star) | <1% (star) | |
| Indirect holdings detail | Not disclosed | Includes 41,750 shares held by XIV LLC; May has investing and dispositive power | |
| Pledged as collateral | None disclosed | None disclosed; Company states no arrangements that may result in change in control | |
| Vested vs. unvested breakdown | Not disclosed | Not disclosed | RSAs typically unvest until conditions met |
Governance Assessment
- Committee assignments and engagement: May is not on any board committee, limiting direct influence over audit, pay, and nominations governance levers. Independent committees are chaired by Keys (Audit), Weisberg (Compensation), and Schurfeld (Nominating).
- Independence status: Not independent due to related-party exposure—payments in 2022 (and previously 2021) to an organization he controlled exceed materiality thresholds under Nasdaq/SEC independence standards. This is a governance sensitivity and potential conflict flag.
- Attendance: Meets minimum expectations (≥75% attendance) across board/committee meetings for 2023 and 2024; attended 2024 annual meeting.
- Director compensation and alignment: May received equity-only RSA in 2023 (15,000 shares, fair value $77,100) with long‑dated vesting/change‑in‑control triggers; did not receive the 2024 independent director cash/equity retainer. Equity exposure and increased beneficial ownership from 2024 to 2025 suggest some alignment, albeit with lack of committee oversight roles.
- Related-party transactions: The proxies disclose related-party dealings with entities tied to CEO Cox (Axia, Carddawg), but none specific to May beyond independence classification rationale. Audit Committee reviews related-party transactions per policy.
RED FLAGS
- Not Independent due to related-party payments to an entity controlled by May (materiality threshold exceeded) .
- No committee memberships, reducing direct influence on key governance areas (audit, pay, nominations) .
Neutral/Positive Signals
- Banking domain expertise relevant to SURG’s convenience-store channel relationships .
- Attendance thresholds met in 2023–2024; increased beneficial ownership in 2025 versus 2024 .
- Director RSAs have long vesting or change‑in‑control triggers, aligning with tenure or control events rather than short-term metrics .
Notes on Data Gaps
- Insider trades (Form 4s): Not disclosed in proxies; Section 16 compliance notes timely filings but no transaction detail. If needed, we can pull Form 4 data separately.
- Say‑on‑pay results: 2025 proposal included; voting outcomes not in the proxy.