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Laurie Weisberg

Independent Director at SurgePaysSurgePays
Board

About Laurie Weisberg

Independent director at SurgePays (SURG); appointed December 2022. Age 56; born and educated in England. 25+ years in technology sales/marketing leadership (Datalogix → Oracle Data Cloud VP; Thrive Global; Curalate; Intent Chief Sales Officer since Feb 2019) and former director/CEO at Creatd, Inc. Tenure on SURG board since Dec 2022; designated independent under Nasdaq and SEC rules.

Past Roles

OrganizationRoleTenureCommittees/Impact
Creatd, Inc. (public)DirectorJul 2020–Sep 2022Later COO, Co-CEO, then CEO (Feb–Sep 2022)
IntentChief Sales OfficerFeb 2019–presentGlobal sales leadership in data/technology
Oracle Data CloudVice President, Brand/Advertiser Solutions2015–? (post Datalogix acquisition)Executive team post-acquisition
Datalogix (acquired by Oracle)Executive leadership teamOct 2010–Apr 2015Led to acquisition by Oracle
Thrive Global; CuralateSenior leadership rolesn/aGrowth and revenue leadership
CrowdsmartAdvisory Board memberSince Apr 2019Advisory role

External Roles

Company/OrganizationPublic/PrivateRoleDates
Creatd, Inc. (CRTD)Public (then-Nasdaq)Director; later COO, Co-CEO, CEODirector Jul 2020–Sep 2022; exec roles 2020–2022
CrowdsmartPrivateAdvisory Board memberSince Apr 2019

Board Governance

  • Committee assignments (current): Audit Committee member; Compensation Committee chair; Nominating & Corporate Governance Committee member. Audit Committee chaired by David N. Keys (Audit Committee Financial Expert).
  • Meeting cadence: Board met 3 times in 2024 and 3 times in 2023; Audit Committee met 4 times in 2024 and 4 in 2023; Compensation Committee met once in 2024 and 3 times in 2023; Nominating & Governance met once in 2024 and none in 2023.
  • Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2023 and 2024.
  • Independence: Weisberg is independent under Nasdaq and SEC standards.
  • Compensation committee practices: No external compensation consultant engaged.

Fixed Compensation

YearAnnual Retainer (Cash)Committee/Chair FeesMeeting FeesTotal Cash
2024$75,000 Not disclosed (-)Not disclosed (-)$75,000
2023Company disclosed no cash compensation paid to directors in 2023--$0

Performance Compensation

Grant/YearInstrumentGrant DateAmount/ValueVesting & TermsPerformance Metrics
2024 director equityRestricted Share AwardApr 25, 2024$50,000Vests 4 years from grant dateNone disclosed; time-based
2023 director equityRestricted Share AwardAug 8, 202324,000 sharesVest at earliest of: (a) director no longer on Board for any reason other than “for cause”; (b) Change in Control; or (c) 5th anniversary of awardNone disclosed; service/CIC triggers
2023 director compensation tableStock Awards (fair value)2023$132,720Per plan; see above RSANone disclosed
2025 Form 4 awardRestricted Shares (Common Stock)May 22, 2025 (filed May 27, 2025)50,000 sharesAwarded as restricted shares (grant price $0 on Form 4); vesting not specified in Form 4Not specified on Form 4

Notes and governance signals:

  • 2023 RSA vesting includes “vest on director departure (other than for cause)” and Change in Control—accelerated vesting on exit/CIC can weaken alignment vs. pure time-based vesting; highlight for investors.
  • Company’s choice to use RSAs (2023–2024) rather than options shifts mix toward guaranteed value at grant (lower risk to director), which may reduce performance sensitivity; 2024 also introduced cash retainers.
  • The 2022 Director Agreement contemplated monthly option grants (valued at $5,000 each month) after plan approval; subsequent disclosures show RSAs used for directors instead—implying a structural shift from options to full-value shares.

Other Directorships & Interlocks

TopicDetails
Other current public company directorshipsNone disclosed in SURG filings
Prior public company boardCreatd, Inc. (director Jul 2020–Sep 2022)
Compensation committee interlocksNone. No SURG executive served on another entity’s comp committee that also had executives on SURG’s Board; no comp committee member is/was a company officer/employee.

Expertise & Qualifications

  • Technology/data commercialization and revenue leadership across Datalogix/Oracle Data Cloud, Thrive Global, Curalate, and Intent (Chief Sales Officer since Feb 2019).
  • Startup/advisory exposure (Crowdsmart).
  • Not designated as the Board’s “financial expert” (that designation is held by Audit Chair David N. Keys).

Equity Ownership

HolderBeneficial Ownership% OutstandingNotes
Laurie Weisberg7,809 shares<1%Includes 5,000 shares held in her IRA; based on 20,411,549 shares outstanding as of Mar 31, 2025.

There are no arrangements known to the company, including any pledge by any person of company securities, the operation of which may later result in a change in control. Related-party transactions are subject to Audit Committee approval; no Weisberg-related transactions disclosed.

Insider Trades (Form 4)

Date (Transacted)TypeSharesPrice (USD)Post-Transaction OwnershipSource
Nov 22–25, 2024Open market purchases (multiple)7,809 total$1.70–$1.847,809SEC Form 4 filed 11/25/2024; TradingView/GuruFocus summaries
May 22, 2025 (filed May 27, 2025)Award of Restricted Shares50,000$0 (grant)57,809 (per Form 4 securitiesOwned)SEC Form 4

Governance Assessment

  • Strengths

    • Independent director; chairs Compensation Committee; sits on Audit and Nominating committees—broad governance exposure.
    • Attendance at least 75% in 2023–2024; Board/committee cadence disclosed.
    • Insider open-market purchases in Nov 2024 signal alignment near lows; positive confidence signal.
    • High Say‑on‑Pay support (2025: 94.02% “For”), indicating shareholder endorsement of compensation approach.
  • Watch items / potential red flags

    • 2023 director RSAs vest upon Change in Control or upon director leaving the Board for any reason other than “for cause,” potentially weakening long‑term alignment if service ends early; monitor future grant terms.
    • Compensation Committee met once in 2024; absence of external comp consultant. For a growing issuer, limited comp committee activity and no independent consultant may be viewed as weaker oversight.
    • Shift from options (envisioned in 2022 Director Agreement) to RSAs and addition of cash retainers (2024) reduces at‑risk, performance‑sensitive compensation; investors may prefer more performance-linked equity for directors.

Director Compensation (Detail)

YearFees Earned or Paid in Cash ($)Stock Awards ($)Option Awards ($)Total ($)
202475,000 50,000 -125,000
2023- 132,720 -132,720

Grant mechanics:

  • Aug 8, 2023 RSA: 24,000 shares; vest on exit (other than for cause), Change in Control, or 5th anniversary.
  • Apr 25, 2024 RSA: $50,000; vests in 4 years.
  • 2022 Director Agreement (framework): contemplated monthly options valued at $5,000 each month post Plan approval; company subsequently used RSAs for directors.

Employment & Contracts (Director)

  • Director Agreement (Dec 19, 2022): sets service expectations; contemplated monthly option grants (value $5,000) post‑approval of 2022 Omnibus Plan; reimbursable expenses; standard confidentiality covenants.
  • Indemnification Agreement (Dec 19, 2022): director indemnified to fullest extent under Nevada law.

Say‑on‑Pay & Shareholder Feedback (2025)

ProposalForAgainstAbstain/WithheldBroker Non‑VotesResult
Executive compensation (advisory)8,710,871 (94.02% of votes cast)553,141541,0544,455,463Approved

Director election support (2025 annual meeting):

  • Laurie Weisberg: 9,691,171 For (98.84%); 113,895 Withheld; broker non‑votes 4,455,463.

Related‑Party Transactions & Conflicts

  • Company disclosed related‑party transactions with entities owned by the CEO (Axia; Carddawg Investments) and a policy requiring Audit Committee approval of related‑party transactions; no transactions involving Weisberg disclosed.

Equity Plan Context

  • 2022 Omnibus Securities and Incentive Plan (as amended annually): share reserve mechanics and award types; used for director RSAs.

Governance Summary for Investors

  • Overall, Weisberg brings relevant commercial and technology expertise; is independent; and shows alignment via open‑market purchases and board equity. Oversight questions include low Compensation Committee meeting frequency and the use of service/CIC‑accelerated RSAs for directors. High shareholder support in 2025 mitigates immediate concern, but investors may seek continued progress toward more performance‑sensitive director equity and robust compensation oversight practices.