Lawrence Dugan
About Lawrence H. Dugan
Independent director since January 2021; age 58 as of the 2025 annual proxy. Partner at Dorra & Dugan (since 1996), Florida-licensed CPA, B.S. (Accounting) from University of Central Florida (1989). Designated Audit Committee Financial Expert; serves across all three standing committees (Audit chair; member, Compensation; member, Nominating & Governance). Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dorra & Dugan (Accounting firm) | Partner | 1996–present | CPA practice; financial reporting expertise applied to audit oversight at UPXI. |
| Upexi, Inc. (UPXI) | Director | Jan 2021–present | Audit Committee chair and Audit Committee Financial Expert; member, Compensation; member, Nominating & Governance. |
External Roles
No other public company directorships are listed for Mr. Dugan in UPXI proxy materials.
Board Governance
- Committee assignments: Audit (Chair; Financial Expert), Compensation (member), Nominating & Governance (member). All committee members are independent.
- Independence: Board identifies Dugan as independent under Nasdaq criteria.
- Attendance: Board met five times in FY2024; all directors attended all meetings except one session with four of five present. Directors are strongly encouraged to attend annual meetings; all board members attended the prior annual meeting.
- Meeting cadence by committee (FY2024): Audit (5), Compensation (2), Nominating & Governance (2).
- Board leadership: CEO also serves as Chairman; independent directors can call executive sessions and retain independent advisors.
- Policies: Clawback policy effective Oct 2, 2023 (recoup erroneous incentive pay after restatements); no hedging policy adopted for officers/directors (risk misalignment).
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board/Committee cash fees ($) | $32,000 | $27,000 |
| Standard director cash terms | $5,000 per quarterly board meeting; $5,000–$7,000 per year for chair roles (committee chair stipends). | $5,000 per quarterly board meeting; $5,000–$7,000 per year for chair roles (committee chair stipends). |
Performance Compensation
| Award Type | Grant/Status | Quantity | Strike/Grant Terms | Vesting/Expiration |
|---|---|---|---|---|
| Stock options (outstanding at FY2024 end) | Exercisable | 2,500 | $77.40 | Exp. 9/30/2027 |
| Stock options (outstanding at FY2024 end) | Exercisable | 2,500 | $83.60 | Exp. 7/21/2031 |
| Stock options (outstanding at FY2024 end) | Exercisable | 1,389 | $30.60 | Exp. 2/1/2031 |
| Director equity grant values | Option awards ($) | $118,500 (FY2023) | $0 (FY2024) |
Note: The company increased plan capacity in 2025 (2019 Plan amended to 10,000,000, later 25,000,000 shares available) indicating potential for future director equity awards.
Other Directorships & Interlocks
| Organization | Role | Committee Roles | Overlap/Interlock Risk |
|---|---|---|---|
| None disclosed | — | — | None disclosed in UPXI filings. |
Expertise & Qualifications
- Audit Committee Financial Expert designated by the Board; extensive public company financial reporting oversight.
- Florida CPA; partner in accounting practice since 1996; University of Central Florida graduate (1989).
- Service on all three governance committees (audit chair), supporting board effectiveness and oversight rigor.
- Independent director under Nasdaq rules.
Equity Ownership
| Date | Total Beneficial Ownership (shares) | % of Common Shares Outstanding | Ownership Breakdown |
|---|---|---|---|
| April 11, 2025 | 26,389 | <1% (starred; shown by company) | 1,389 common; 25,000 options exercisable within 60 days. |
| June 20, 2025 | 26,389 | 0.07% | 1,389 common; 25,000 options exercisable within 60 days. |
Hedging/Pledging: Company has not adopted a hedging policy for officers/directors; no pledging disclosures for Dugan.
Governance Assessment
- Strengths: Independent audit chair with CPA background; designated audit financial expert; active on all governance committees; committees exclusively independent; audit committee reviews related person transactions.
- Alignment: Modest personal stake (26,389 beneficially owned); FY2024 compensation was cash-only with no equity grants, reducing dilution but also lowering at-risk alignment; FY2023 included option awards.
- Risks/Red flags: Late Section 16 Form 4 filing (April 25, 2025 for a Jan 17, 2025 transaction) indicates a compliance lapse; CEO-Chair duality concentrates power; absence of a hedging policy can weaken alignment; preferred stock carries 10 votes per share, amplifying insider voting power.
- Dilution signals: Share authorization and plan capacity expanded; equity line could drive substantial dilution if fully drawn—areas for compensation committee and board oversight.
Related-Party Transactions
No related-person transactions involving Mr. Dugan are disclosed; audit committee is charged with reviewing and approving any such transactions.
Director Compensation Structure Analysis
- Mix shift: FY2023 featured option awards ($118,500) alongside cash fees; FY2024 shows cash-only ($27,000) without equity grants—reduces equity incentive exposure in the latest year.
- Equity plan expansion in 2025 suggests future equity usage could resume, warranting monitoring for pay-for-performance alignment and dilution impact.
Insider Trades and Section 16
- Reporting compliance: Mr. Dugan filed a late Form 4 on April 25, 2025 for a January 17, 2025 transaction. Monitor future timeliness and trading patterns for governance signals.