David N. Keys
SurgePaysAbout David N. Keys
Independent director of SurgePays, Inc. since July 2019; age 68; CPA/CVA/CMA/CGMA/CITP/CFF/CFM with an accounting B.S. from Oklahoma State University, and prior roles including EVP, CFO, and director at American Pacific Corporation (Nasdaq) and audit experience at Deloitte . Keys serves as Audit Committee Chair and qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K . He was determined independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte (Las Vegas and New York executive offices) | Audit group | Not disclosed | Early career audit training |
| American Pacific Corporation (Nasdaq) | EVP, CFO, Director; executive committee member | Not disclosed | Senior finance and board leadership at a public company |
| FM Global | Advisory Board member | Not disclosed | Advisory oversight at leading insurer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCpoint Inc. (TSXV: ARC) | Director; Audit Committee Chair | Current | Audit leadership in a public company |
| AmFed Financial Inc. | Director (prior) | Not disclosed | Board service (prior) |
| RSI International Systems, Inc. (NEX: RSY.H) | Director (prior) | Not disclosed | Board service (prior) |
| Norwest Bank of Nevada | Director (prior) | Not disclosed | Board service (prior) |
| Wells Fargo Bank of Nevada | Director (prior) | Not disclosed | Board service (prior) |
Board Governance
- Committees: Audit (Chair), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: Keys is independent under Nasdaq and SEC standards .
- Attendance: Board held three formal meetings in 2024 and three in 2023; each incumbent director attended at least 75% of Board and committee meetings in both years. Audit Committee met four times in 2024 and four times in 2023; Compensation Committee met once in 2024 and three times in 2023; Nominating & Corporate Governance met once in 2024 and none in 2023 .
- Compensation Committee practices: Does not use compensation consultants; reviews peer practices; approves non‑cash compensation .
Fixed Compensation
| Year/Action | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 annual director compensation | 75,000 | Not disclosed | Not disclosed | Board approved $75,000 cash issuance to each independent director on April 25, 2024 |
| 2024 director compensation (equity portion shown below) | — | — | — | Equity awards covered under Performance Compensation |
- 2024 Director Compensation totals: Keys received $75,000 cash and $50,000 stock awards; total $125,000 .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Fair Value ($) | Vesting Schedule | Source |
|---|---|---|---|---|---|
| 2023-08-08 | Restricted Share Award (RSA) | 32,000 shares | Not disclosed | Vests upon earliest of: director no longer serves (other than for cause), change in control, or fifth anniversary of award date | |
| 2024-04-25 | Equity Award under 2022 Plan | Not disclosed (value-based grant) | 50,000 | Vests four years from grant date | |
| 2025-05-22 | Restricted Shares (Common Stock) | 50,000 shares | 0 (restricted stock grant on Form 4) | Vesting not disclosed in filing summary | https://www.sec.gov/Archives/edgar/data/1392694/000164117225012496/0001641172-25-012496-index.htm |
- 2022 Omnibus Securities and Incentive Plan: permits RSAs/RSUs/options and other equity awards; prohibits repricing without stockholder approval; up to 3,500,000 shares plus an annual increase capped at 10% outstanding shares through 2031 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| ARCpoint Inc. (TSXV: ARC) | Director; Audit Committee Chair | None disclosed with SURG’s customers/suppliers |
| Prior boards listed above | Director | None disclosed with SURG’s ecosystem |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation; extensive certifications (CPA, CVA, CMA, CGMA, CITP, CFF, CFM) .
- Industry/functional experience: Public-company CFO and director; audit; valuation; operations consulting since 2004 .
- Education: B.S. in accounting from Oklahoma State University .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| 2025-03-31 | 17,043 | <1% | Includes 1,666 shares in spouse IRA (shared investment/dispositive power), 5,378 shares across two Keys IRAs, and 10,000 shares held by PCC Holdings LLC (shared powers) |
| 2025-05-22 (post Form 4 award) | 67,043 | Not provided | Reflects 50,000 restricted shares awarded; post-transaction ownership per filing [Form 4 URL: https://www.sec.gov/Archives/edgar/data/1392694/000164117225012496/0001641172-25-012496-index.htm] |
Breakdown (as of 2025-03-31):
- Spouse IRA: 1,666 shares; Keys shares investment and dispositive power .
- Keys IRAs: 5,378 shares total .
- PCC Holdings LLC: 10,000 shares; Keys shares investment and dispositive power .
- Pledging/hedging: No pledging arrangements disclosed; company notes no arrangements known (including pledges) that could result in change in control .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Price ($) | Post-Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | Award (A) | 50,000 | 0.00 | 67,043 | Restricted Shares (Common Stock) | https://www.sec.gov/Archives/edgar/data/1392694/000164117225012496/0001641172-25-012496-index.htm |
| 2024-04-26 | 2024-04-25 | Award (A) | 14,880 | 0.00 | 31,923 | Restricted Shares (Common Stock) | https://www.sec.gov/Archives/edgar/data/1392694/000149315224016570/0001493152-24-016570-index.htm |
Governance Assessment
- Board effectiveness: Keys chairs the Audit Committee and is designated an audit committee financial expert—strong oversight of financial reporting and cybersecurity (Audit Committee oversees cybersecurity risk) .
- Independence and engagement: Confirmed independent; participated at least 75% in Board and committee meetings; all incumbent directors attended the 2024 annual meeting .
- Compensation alignment: Director pay comprises cash ($75,000) and equity ($50,000) with four-year vesting on 2024 grant; earlier 2023 RSA vests upon change-in-control, departure (other than for cause), or five years—largely time-based rather than performance-linked .
- Potential conflicts: No related-party transactions disclosed for Keys; company policy requires Audit Committee review of related-party dealings; CEO-related entities had transactions (Axia payables; Carddawg office rent), highlighting the importance of Audit Committee oversight .
- Compensation practices: Compensation Committee does not use external consultants, which may be acceptable for smaller issuers but can limit benchmarking rigor; committee members (including Keys) determine and approve non-cash compensation .
Director Compensation (most recent disclosure)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | Change in Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| David N. Keys | 75,000 | 50,000 | — | — | — | — | 125,000 |
- 2023 RSA grant details: Keys 32,000 shares; vesting triggers include departure (other than for cause), change-in-control, or fifth anniversary .
- 2024 grant details: $50,000 equity grant to each independent director vesting four years from grant; $75,000 cash .
Equity Awards and Vesting
| Award | Quantity/Value | Vesting Terms | Notes |
|---|---|---|---|
| RSA (8/8/2023) | 32,000 shares | Earliest of departure (not for cause), change-in-control, or 5 years | Independent directors’ RSAs under 2022 Plan |
| Equity Grant (4/25/2024) | $50,000 | Four-year vesting from grant date | Annual director equity component |
| Restricted Shares (5/22/2025) | 50,000 shares | Not disclosed in filing summary | Reported on Form 4, post-ownership 67,043 |
Related Party Transactions (context)
- Axia (CEO-owned): trade payables $0 (2024) and $163,583 (2023) .
- Carddawg Investments, LLC (CEO-owned): office rent $166,356 in 2024 and $166,356 in 2023 .
- Policy: Audit Committee to review and approve related-party transactions; independent director oversight emphasized .
Compensation Committee Composition and Practices
- Members: David N. Keys, Richard Schurfeld, Laurie Weisberg; Chair: Laurie Weisberg .
- Consultants: None engaged; committee reviews peer pay and approves non-cash compensation .
- Meetings: One in 2024; three in 2023 .
Equity Ownership Guidelines, Clawbacks, Hedging/Pledging
- Ownership guidelines: Not disclosed for directors .
- Clawbacks: Not specifically disclosed for directors; company maintains insider trading policy and equity award timing practices; 2022 Plan includes repricing prohibitions and committee authority .
- Pledging: No pledges known that may result in change in control .
Risk Indicators & RED FLAGS
- Time-based vesting and CIC-triggered vesting for director RSAs indicate limited performance linkage for director equity; 2024 grant vests solely on service tenure .
- Compensation Committee does not use independent consultants, which may constrain benchmarking sophistication .
- CEO-related party transactions exist; while not implicating Keys, they increase reliance on Audit Committee rigor .
Overall, Keys’ audit leadership, independence, and attendance support investor confidence, while director equity awards rely primarily on tenure/CIC triggers rather than measurable performance metrics, and the absence of compensation consultants warrants monitoring of pay practices and benchmarking adequacy .