Kevin Brian Cox
SurgePaysAbout Kevin Brian Cox
Kevin Brian Cox, 49, is Chief Executive Officer, President, and Chairman of SurgePays, Inc. (SURG); he has served as CEO and Chairman since July 2017, resumed the President role on May 8, 2024, and briefly served as CFO from July 2017 to March 2018; he attended Murray State University majoring in Economics and is a long-time telecom entrepreneur focused on underserved markets . Pay-versus-performance disclosures show TSR of $88.12 in 2024 vs $319.31 in 2023, alongside net loss of $(45,729,224) in 2024 and net income of $20,617,903 in 2023, indicating significant performance volatility following ACP program termination . Operationally, Q3 2025 revenue grew 292% year-over-year to $18.7 million and 62% sequentially, with management reiterating 2026 revenue guidance of $225 million, reflecting a turnaround trajectory .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SurgePays, Inc. | CEO and Chairman | Jul 2017–present | Led strategic pivot toward MVNO/MVNE, retail POS platform, and underserved connectivity . |
| SurgePays, Inc. | President | Jul 2017–Feb 2019; May 8, 2024–present | Oversight of operations; resumed President role in 2024 to drive execution . |
| SurgePays, Inc. | CFO | Jul 2017–Mar 2018 | Interim financial leadership during early scaling . |
| True Wireless | Majority Owner | Jan 2011–Apr 2018 | Built and integrated wireless business; became wholly owned subsidiary in Apr 2018 . |
| Prepaid telephone CLEC | Founder | 2004–2009 | Grew to largest prepaid home phone company; exited via sale in 2009 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BLC Family Investments; SMDMM, LLC; BC Family Holdings | Beneficial owner | Ongoing | Entities hold SURG shares counted in Cox’s beneficial ownership . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (actual paid) | $554,412 | $839,516 |
| Contracted Base Salary | $750,000 per year, with 3% annual increases (effective 12/27/2023) | $750,000 + scheduled 3% increase |
| Target Annual Cash Bonus | $870,000 | $870,000 |
| Bonus Paid (actual) | $870,000 | $870,250 |
| Other Compensation (medical, auto, housing) | $229,212 | $8,150 |
| Notes | No performance goals set; bonuses were discretionary per committee/employment terms | No performance goals set; bonuses discretionary |
Performance Compensation
| Award Type | Grant/Change Date | Metric/Terms | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Restricted Shares (annual) | 12/27/2023 agreement | Annual 500,000 restricted shares; fully vested upon grant; plus milestone equity awards tied to annual revenue, EBITDA, and market cap goals | N/A | 2024 recognition: $1,069,168 stock awards (accounting), grant described at $3,800,000 fair value for 500,000 shares @ $7.60 | Fully vested upon grant per agreement |
| RSA Vesting Schedule Amendment | 2/29/2024 | Adjusted schedule from Mar 1, 2024 lump grant to monthly tranches in 2H24 and 500,000 shares on June 1 annually 2025–2028 | N/A | Tranches: 83,334 (Jul 1, 2024); 83,334 (Aug 1, 2024); 83,333 (Sep 1, 2024); 83,333 (Oct 1, 2024); 83,333 (Nov 1, 2024); 83,333 (Dec 1, 2024); 500,000 (Jun 1 of 2025–2028 and renewal years) | Per plan/amendment schedule |
| Stock Options (annual grant) | 12/31/2024 | 248,424 options @ $1.78; fully vested at grant; expire 12/31/2031 | N/A | Granted and fully exercisable | Fully vested at grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,018,514 shares (28.7% of 20,411,549 outstanding as of 3/31/2025) . |
| Ownership Breakdown | Includes 4,569,384 (BLC Family Investments), 561,758 (SMDMM, LLC), 270,745 (BC Family Holdings), and 248,424 vested options granted 12/31/2024 . |
| Vested vs. Unvested | Options: 248,424 exercisable; RSAs under CEO agreement vest upon grant; outstanding table shows no unvested for Cox . |
| Pledging/Hedging | Company states no arrangements known that may result in change of control (including pledges) ; formal insider trading policy adopted . |
| 10b5-1 Plan and Sales | Cox adopted Rule 10b5-1 plan on 3/14/2024 to sell shares sufficient to cover tax withholding from vesting RSAs; plan terminated 12/3/2024; in Q4 2024, 250,000 shares vested and 97,380 shares were sold . |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | 2023 CEO Employment Agreement dated 12/27/2023 . |
| Term & Auto-Renewal | Through 12/31/2028; automatically renews for consecutive one-year periods unless either party gives written notice . |
| Base Salary & Bonus | $750,000 base (3% annual raises); $870,000 annual cash bonus . |
| Equity Awards | Annual 500,000 restricted shares, fully vested upon grant; additional milestone equity tied to revenue, EBITDA, market cap . |
| Severance | If terminated other than for cause: greater of (i) 2 years’ base salary plus prior year’s bonus or (ii) base salary payable through 12/31/2028; continued benefits to 12/31/2028 or remainder of renewal term . |
| Change-of-Control | Director RSAs vest on change-of-control; CEO-specific CoC vesting terms not separately disclosed beyond fully vested RSAs upon grant . |
| Clawback/Forfeiture | 2022 Plan allows forfeiture of awards upon restrictive covenant violations; plan prohibits repricing absent stockholder approval . |
| Non-compete/Non-solicit | Not specified in CEO agreement summary; company litigations note Oklahoma law voided certain non-compete/non-solicit clauses in a different transaction context . |
Board Governance
- Role: Chairman of the Board; not independent (executive officer) .
- Board Service: Director since 2017; reelected at 2025 Annual Meeting with 99.04% votes “For” .
- Committees: Audit (Keys—Chair; Weisberg; Schurfeld), Compensation (Weisberg—Chair; Keys; Schurfeld), Nominating & Corporate Governance (Schurfeld—Chair; Keys; Weisberg); Cox is not listed on committees .
- Meetings/Attendance: Board held 3 formal meetings in 2024 and 2023; each incumbent director attended ≥75% of meetings and attended 2024 Annual Meeting .
- Independence: Independent directors are Keys, Weisberg, Schurfeld; Cox and May are not independent .
Director Compensation
| Director | Cash Fees (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| David N. Keys | $75,000 | $50,000 | $125,000 |
| Laurie Weisberg | $75,000 | $50,000 | $125,000 |
| Richard Schurfeld | $75,000 | $50,000 | $125,000 |
| Notes | 2023 RSAs: Keys 32,000 shares; Weisberg/Schurfeld 24,000 shares; vest at earliest of (a) board departure (other than for cause), (b) change in control, or (c) 5th anniversary . Additional $75,000 cash and $50,000 equity grants approved 4/25/2024, vesting after 4 years . |
Performance & Track Record
- Strategic milestones: Multi-year MVNE agreement with AT&T in Nov 2024, enabling MVNE wholesale and new high-margin revenue channel .
- Business pivot: Post-ACP wind-down (final funded month June 2024), management kept ~250,000 subscribers active to transition 80,000+ to Lifeline and expanded prepaid channels .
- Q3 2025 inflection: Revenue up 292% YoY to $18.7M; sequential growth 62%; management reaffirms 2026 revenue guidance of $225M .
- Volatility: 2024 revenue fell 55.6% YoY to $60.9M, with a gross margin decline reflecting ACP cessation .
- Share price context: 2024 trading range from $8.43 high to $1.13 low; last reported $1.34 on 3/21/2025 .
Compensation Structure Analysis
- Discretionary bonuses: No formal performance goals set for 2024; bonuses paid at Board/Comp Committee discretion—reduces pay-for-performance rigor .
- Equity mix: CEO receives large, fully-vested RS grants annually; vesting upon grant increases guaranteed pay and may weaken performance linkage .
- Options policy: Plan prohibits repricing without stockholder approval; annual fully-vested option grants issued for 2024 at $1.78 strike (Cox); vest-upon-grant reduces performance-contingency .
- Say-on-pay support: 94.02% approval on 5/15/2025 indicates shareholder tolerance for current structure despite discretion .
Vesting Schedules and Insider Selling Pressure
| Date | Shares Vesting/Grant | Notes |
|---|---|---|
| Jul 1, 2024 | 83,334 | CEO RSA amendment shifted 2024 vesting into monthly tranches. |
| Aug 1, 2024 | 83,334 | — |
| Sep 1, 2024 | 83,333 | — |
| Oct 1, 2024 | 83,333 | — |
| Nov 1, 2024 | 83,333 | — |
| Dec 1, 2024 | 83,333 | — |
| Jun 1, 2025 | 500,000 | Annual RSA scheduled; similar tranches in 2026–2028. |
| Jun 1, 2026 | 500,000 | Scheduled under amendment. |
| Jun 1, 2027 | 500,000 | Scheduled under amendment. |
| Jun 1, 2028 | 500,000 | Scheduled under amendment. |
| Q4 2024 | 250,000 vested; 97,380 sold | 10b5-1 plan executed to sell net shares to cover withholding; plan terminated 12/3/2024. |
Related Party Transactions and Governance Red Flags
- Rent to CEO-owned entity: $166,356 paid to Carddawg Investments, LLC in 2024 and 2023; CEO is sole owner .
- Historical payables: Axia payables were $0 at 12/31/2024 (vs $163,583 in 2023); Axia is CEO-owned .
- Concentration of control: Cox held ~28.3% of voting equity; significant influence over shareholder matters .
- Litigation exposure: Blue Skies/True Wireless litigation naming Cox; certain non-compete/non-solicit provisions voided under OK law; case proceeds on remaining claims; separate class action settled April 2024 .
- Insider trading policy: Formal policy adopted; disclosure of 10b5-1 plans and associated sales .
Equity Ownership Detail
| Metric | Value |
|---|---|
| Shares Outstanding (Record Date) | 20,411,549 (3/18/2025) . |
| Cox Beneficial Ownership (shares; %) | 6,018,514; 28.7% . |
| Options Exercisable (Cox) | 248,424 @ $1.78; exp. 12/31/2031 . |
| Entities Holding Shares | BLC Family Investments (4,569,384); SMDMM, LLC (561,758); BC Family Holdings (270,745) . |
| Pledge Arrangements | None known that may lead to change of control . |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay Approval | 8,710,871 (94.02%) | 553,141 | 541,054 | 4,455,463 |
Compensation Committee Analysis
- Composition: All independent directors—Weisberg (Chair), Keys, Schurfeld .
- Consultants: Company did not engage compensation consultants; committee reviews “similar public companies” compensation .
- Meetings: 1 meeting in 2024; 3 meetings in 2023 .
Expertise & Qualifications
- Education: Attended Murray State University, Economics .
- Domain Expertise: Telecom/broadband/fintech targeting underserved markets; founder/operator track record in prepaid telephony .
- Board Qualifications: CEO experience; telecom leadership; entrepreneurial growth of best-in-class companies .
Investment Implications
- Alignment vs. guarantees: Large, fully-vested annual RS grants and discretionary cash bonuses diminish pay-for-performance alignment; however, Cox’s substantial ownership stake (28.7%) aligns long-term interests with shareholders .
- Sell pressure windows: Watch for potential selling or withholding-related dispositions around scheduled annual June 1 RSA grants (500,000 shares) despite the 10b5-1 plan termination in 2024; future tax events may still prompt sales .
- Retention economics: Severance obligation is substantial (≥2x base + prior bonus or salary through 2028 plus benefits), indicating strong retention but potential liability in adverse scenarios .
- Governance risks: Related party transactions (rent), high ownership concentration, and past litigation present governance and headline risks; offset by strong say-on-pay support and independent committee oversight .
- Execution risk mitigants: Q3 2025 revenue acceleration and MVNE build-out suggest operational traction post-ACP; monitoring margin recovery path and liquidity is key given 2024 cash flow strain and increased liabilities by 9/30/2025 .