Laurence N. Charney

About Laurence N. Charney

Laurence N. Charney, 78, has served on TG Therapeutics’ Board since April 2012 and is the Lead Independent Director. He is a former senior audit partner at Ernst & Young (1970–2007) and currently serves as a director and audit committee chair at Kenon Holdings Ltd.; he holds a BBA from Hofstra University and completed the Executive MBA program at Columbia University. The Board has determined he is independent under Nasdaq rules and designated him the Audit Committee Financial Expert based on his heightened financial and accounting sophistication .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director; Audit Committee Chair; member of Compensation Committee .
• Independence: Board affirmed independence for Charney in April 2025 under Nasdaq criteria; designated as “audit committee financial expert” .
• Board evaluation: Annual third-party board and committee self-evaluation process with interviews and feedback integration .
• Attendance: In 2024, Board held 4 meetings; each incumbent director standing for election attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
• Committee activity: Audit Committee held 4 meetings in 2024; Compensation Committee held 4; Nominating & Corporate Governance held 3 (Charney is not on Nominating) .

Fixed Compensation

• Structure: Cash retainers for Board and committees; additional retainers for Lead Independent Director and committee chairs; travel expense reimbursement .
• 2024 Charney cash: $137,500 (Board member $70,000 + Lead Independent Director $40,000 + Audit Chair $20,000 + Compensation Committee member $7,500) .

Fee schedule for reference:

Performance Compensation

• 2024 equity grant: 22,250 restricted shares granted June 19, 2024; vest June 14, 2025; grant-date fair value $373,133 .
• Unvested equity: 102,250 restricted shares unvested as of December 31, 2024 (time-based vesting; no options for non-employee directors) .

Program notes:

• Initial director grant: 50,000 restricted shares at appointment; vest in equal annual installments over three years starting on the third anniversary .
• Annual equity grants: Determined annually; generally vest one year from grant; 2024–2025 director equity increased to align total compensation at 75th percentile of peer group; cash remained at prior-year levels .

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no member was an officer/employee of TG Therapeutics; no relationships requiring disclosure .
• Shared services/related-party context: Company has shared-services and collaboration agreements with Fortress Biotech and Checkpoint Therapeutics tied to CEO Michael Weiss; Charney not implicated in these transactions .

Expertise & Qualifications

• Designation: Audit Committee Financial Expert (SEC definition) .
• Education: BBA, Hofstra University; Executive MBA program at Columbia University; Hofstra Zarb School advisory council member .
• Technical background: Decades of audit, quality, and risk management leadership at EY; board-level audit chair experience across multiple companies .
• Lead Independent Director responsibilities: Presides at executive sessions, leads annual evaluations of CEO/Chair, serves as liaison between CEO/Chair and independent directors .

Equity Ownership

• Beneficial ownership: 201,479 shares as of April 14, 2025; less than 1% of shares outstanding; restricted shares deemed outstanding for calculation .
• Vested vs unvested: 102,250 unvested restricted shares as of December 31, 2024 (time-based vesting) .
• Pledging/hedging: Company policy prohibits hedging and short sales by officers, directors, employees, and consultants; no pledging policy disclosed; no pledging by Charney disclosed .

Insider Trades (recent)

Note: Company summary ownership table as of 04/14/2025 lists Charney at 201,479 shares; subsequent Form 4s reflect changes through June 2025 .

Governance Assessment

• Strengths:
  • Independent director with deep audit, risk, and financial oversight expertise; designated Audit Committee Financial Expert; chairs Audit Committee .
  • Lead Independent Director role enhances balance with combined CEO/Chair structure; presides at executive sessions and leads CEO/Chair evaluations .
  • Active committee service and 2024 attendance ≥75% thresholds; Audit and Compensation Committees showed regular meeting cadence (four each) .
  • No compensation committee interlocks or related-party issues disclosed involving Charney; director independence affirmed .
• Alignment and incentives:
  • Cash retainers augmented by Lead Independent Director and Audit Chair fees; equity grants are time-based RS, supporting long-term alignment; unvested holdings significant (102,250 as of year-end 2024) .
  • Director compensation reviewed with consultant; moved to 75th percentile equity while keeping cash flat—a signal of increased equity alignment but also pay inflation relative to peers .
• RED FLAGS / Watch items:
  • Insider sale of 25,000 shares in Nov 2024 (not flagged as Rule 10b5-1 in the Form 4 excerpt), followed by a charitable gift; monitor ongoing trade activity for potential signals around events .
  • No explicit director stock ownership guidelines disclosed; while corporate policy bans hedging/short sales, absence of pledging disclosure/guidelines is a minor gap; no pledging by Charney disclosed .
  • Company reported an internal control material weakness in share-based controls (addressed in 2024); Compensation Committee determined no clawback recoupment necessary for NEOs—oversight context relevant to Audit Chair vigilance .

Director Compensation (2024)

Other Directorships & Interlocks

• Current board composition includes Charney as Lead Independent Director alongside Weiss, Echelard, Hoberman, Hume, Lonial; all nominees listed for election in 2025 .
• No compensation committee interlocks or insider participation issues disclosed; committee fully independent .

Equity Ownership of Directors (as of 04/14/2025)

Notes on Related Party Transactions

• Company has related arrangements with Fortress Biotech and Checkpoint Therapeutics due to CEO roles; Audit Committee oversees related person transactions under policy; Charney not identified in these transactions .