Christopher Morris
About Christopher T. Morris
Independent Director of Blue Dolphin Energy Company; age 63; director since 2012. Chairman of both the Audit Committee and Compensation Committee; affirmed independent under OTCQX and SEC rules; recognized as an Audit Committee Financial Expert. Education: BA in Economics (Stanford) and MBA (Harvard Business School). Core credentials: business management, finance, strategic planning, and business development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MPact Partners LLC | President | 2011–Present | Leadership in investment/strategy |
| Board Veritas | Managing Partner | 2018–Present | Advisory and governance experience |
| Bonaventure Realty Group | Executive Vice President | 2020–2022 | Operations/finance oversight |
| Impact Partners LLC | President | 2017–2020 | Strategic planning/business development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| MPact Partners LLC | President | Current | Active operating/strategic leadership |
| Board Veritas | Managing Partner | Current | Governance/advisory capacity |
Board Governance
- Board composition: five directors; Board met 4 times in 2024 and acted by written consent three times; all directors participated .
- Audit Committee: Morris (Chair), Bailey, Misra; met 4 times in 2024; all members independent; each qualifies as an Audit Committee Financial Expert; executive sessions held with external auditor at each quarterly meeting .
- Compensation Committee: Morris (Chair), Bailey, Misra; all members independent; did not meet during 2024 .
- Independence: Morris affirmatively determined independent under OTCQX and SEC rules .
- Annual meeting attendance: director attendance encouraged but not required; generally only the CEO/Chair (Mr. Carroll) attends .
- Leadership structure: combined Chair/CEO; Board has not appointed an independent chair or permanent lead director .
- Nominating function: no standing nominating committee; independent directors (via Audit Committee) use Board Nomination Procedures policy .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 ($20,000 quarterly) | In effect for 2024 onward |
| Pre-2024 structure | $40,000 (quarterly rotating $10,000 cash and Common Stock) | Prior to Jan 1, 2024 |
| Audit Committee Chair fee (pre-2024) | $2,500 in Q2 and Q4 ($5,000 annually) | Prior structure only |
| Audit Committee member fee (pre-2024) | $1,250 in Q2 and Q4 ($2,500 annually) | Prior structure only |
| 2024 Director compensation – Morris | Paid: $127,000; Unpaid: $43,000; Total: $170,000 | Fiscal year ended Dec 31, 2024 |
Performance Compensation
| Equity Award Type | Shares/Units | Grant Date | Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Restricted stock awards (outstanding) | 212,400 shares | Not disclosed | Not disclosed | Not disclosed | Outstanding at 12/31/2024 |
| Stock options | 0 shares issuable upon exercise at Record Date | — | — | — | No options outstanding for management/directors group |
- Performance metrics tied to director compensation: not disclosed .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed for Morris |
- Compensation committee interlocks: none; no insider participation beyond CEO not serving on committees .
Expertise & Qualifications
- Education: BA in Economics (Stanford); MBA (Harvard Business School) .
- Designated Audit Committee Financial Expert; deep finance and oversight credentials .
- Expertise areas: business management, finance, strategic planning, business development .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| Christopher T. Morris / MPact Partners, LLC | 212,400 | <1% | Not disclosed | 0/0 (no options outstanding at Record Date for group) | Not disclosed |
- Directors/Nominees and Executive Officers as a Group: 13,172,609 shares, 88.3% of outstanding; reflects concentrated control by CEO/affiliates rather than Morris individually .
Governance Assessment
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Strengths:
- Independent director serving as Chair of both Audit and Compensation Committees; strong oversight credentials; designated Audit Committee Financial Expert .
- Audit Committee meets quarterly and holds executive sessions with external auditors, enhancing financial reporting oversight .
- Board reported full participation in 2024 meetings, indicating engagement .
-
Risks/RED FLAGS:
- Concentrated control: CEO and affiliate LEH own 84.1% of common stock, which can limit minority shareholder influence and magnify related-party risk; Audit Committee reviews related party transactions quarterly but structural dependence remains high .
- Compensation Committee did not meet in 2024 despite overseeing executive and director compensation—potential oversight gap; committee chaired by Morris .
- Annual meeting engagement: generally only the CEO/Chair attends, suggesting limited direct shareholder-facing engagement from independent directors .
- Combined Chair/CEO and no independent chair or lead director—counter to best-practice separation of oversight and management .
- Extensive affiliate arrangements (operating agreement with LEH; debt and services agreements) elevate conflict-of-interest monitoring demands on committees; while reviewed by Audit Committee, reliance on affiliates is material .
-
Compensation mix and alignment signals:
- Year-over-year increase in non-employee director cash retainer (from $40,000 prior to 2024 to $80,000 in 2024) shifts mix toward cash; prior committee fees were eliminated under new structure .
- Morris holds 212,400 restricted shares outstanding, providing equity linkage; however, performance conditions/vesting details are not disclosed .
-
Nominating/independence process:
- Independent directors conduct nominating functions via Audit Committee using a Board Nomination Procedures policy, with independents affirming Morris’s independence under OTCQX/SEC .