Dennis Marshall
About Dennis E. Marshall
Dennis E. Marshall, age 82, has served as an independent director of BioLargo, Inc. since April 2006 and is the Audit Committee Chair; he is recognized by the Board as an “audit committee financial expert.” He holds a B.S. in Accounting from the University of Texas at Austin (1966) and an M.S.B.A. from UCLA (1969), and is a CPA (earned during his tenure at Arthur Young & Co.). He brings 45+ years of experience in real estate, asset management, finance and operations-focused management, and has been a real estate investment broker in Orange County since 1981 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Young & Co. (now Ernst & Young) | Supervising Senior Auditor; obtained CPA certification | Jun 1969 – Jun 1973 | Led independent audits of publicly held corporations |
| Don Koll Company | Equity Controller (investment builder/general contractor) | Jun 1973 – Sep 1976 | Worked closely with institutional equity partners and lenders |
| McCombs Corporation | Real estate syndicator; Assistant to the Chairman; later VP Finance | Mar 1977 – Jan 1981 | Financially monitored numerous public real estate syndications |
| Orange County real estate brokerage | Real estate investment broker | Since 1981 | Represents buyers/sellers in investment acquisitions/dispositions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent real estate broker (Orange County, CA) | Investment broker | Since 1981 | Continues to operate outside BioLargo; no other public company directorships disclosed |
Board Governance
- Independence: The Board determined Marshall is independent under Nasdaq listing standards .
- Committee assignments: Audit Committee Chair; member, Compensation Committee; member, Nominating & Governance Committee .
- Committee activity (2024): Audit met 4 times; Compensation acted by consent 3 times; Nominating & Governance did not meet .
- Board meetings (2024): Board met 4 times; company disclosed isolated absences at the August and November 2024 quarterly board meetings and at the August and November 2024 audit committee meetings; individual attendance percentages not specified .
- Leadership structure: CEO also serves as Board Chair; no Lead Independent Director; four directors are independent (including Marshall) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Quarterly director retainer (cash value before option conversion) | $15,000 per quarter [$60,000 total] | $15,000 per quarter [$60,000 total] |
| Committee chair fee (Audit Chair) | $3,750 per quarter [$15,000 total] | $3,750 per quarter [$15,000 total] |
| Total fees earned (cash-equivalent) | $18,750 per quarter [$75,000 total] | $18,750 per quarter [$75,000 total] |
| Payment form | Options issued in lieu of cash each quarter at market exercise price | Options issued in lieu of cash each quarter at market exercise price |
Notes:
- Directors receive quarterly retainers, and chairs receive additional fees; BioLargo pays directors in stock options equal to the dollar amount owed divided by the option exercise price at quarter-end .
Performance Compensation
Annual director equity grants (options in lieu of cash fees) – 2024 detail:
| Quarter-end grant date | Shares underlying options | Exercise price | Notes |
|---|---|---|---|
| Mar 31, 2024 | 53,571 | $0.35 | Quarterly fee conversion |
| Jun 30, 2024 | 73,529 | $0.26 | Quarterly fee conversion |
| Sep 30, 2024 | 81,522 | $0.23 | Quarterly fee conversion |
| Dec 30, 2024 | 98,684 | $0.19 | Quarterly fee conversion |
| Various in 2024 | 364,584 | $0.19–$0.32 | Program to replace expired option (aggregate replacement) |
Annual director equity grants (options in lieu of cash fees) – 2023 detail:
| Quarter-end grant date | Shares underlying options | Exercise price | Notes |
|---|---|---|---|
| Mar 31, 2023 | 91,508 | $0.20 | Quarterly fee conversion |
| Jun 30, 2023 | 105,337 | $0.18 | Quarterly fee conversion |
| Sep 30, 2023 | 384,731 | $0.17 | Quarterly fee conversion |
| Dec 30, 2023 | 245,536 | $0.17 | Quarterly fee conversion |
| Jun 22, 2023 | 116,279 | $0.19 | Replacement for expired option |
Aggregate director compensation (reported fair value):
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards (aggregate grant-date fair value) | $154,831 | $148,541 |
| Total Director Compensation | $154,831 | $148,541 |
Plan design notes:
- Quarterly option grants are struck at the closing price on the last trading day of each quarter, with shares sized to the cash fee amount .
- Equity plan prohibits option repricing without shareholder approval; company states it has never repriced options .
Other Directorships & Interlocks
- No other public-company board service for Marshall is disclosed; no shared directorships with key customers/suppliers are noted .
Expertise & Qualifications
- Audit Committee Financial Expert designation by the Board (Reg S-K Item 401(h)) .
- CPA credential obtained during Arthur Young tenure; extensive finance and audit background .
- Longstanding experience in asset management and real estate finance, with institutional partner interface .
Equity Ownership
| Metric | Apr 23, 2024 | Apr 23, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,477,288 | 4,951,621 |
| Ownership % of class | 1.5% | 1.5% |
| Options included (exercisable within 60 days) | 4,217,256 | 4,691,589 |
Notes:
- Company had 295,971,188 shares outstanding as of Apr 19, 2024; 301,775,373 shares outstanding as of Apr 23, 2025; percentages are computed per company methodology including options exercisable within 60 days for insiders .
Governance Assessment
Key findings:
- Strong audit oversight: Marshall chairs Audit; committee met four times in 2024; Board recognizes him as an audit committee financial expert, supporting financial reporting quality .
- Independence: Marshall is independent under Nasdaq standards and does not hold management roles, bolstering board oversight .
- Engagement: Board met four times in 2024; Audit met four times; company disclosed isolated absences at Aug/Nov 2024 Board and Audit meetings but did not provide director-level attendance rates; no evidence of chronic absenteeism .
- Compensation structure alignment: Director fees are paid in options at market prices; option-based pay ties compensation to shareholder value, but may skew toward price volatility sensitivity versus cash stability; no option repricing history; plan forbids repricing without shareholder approval .
- Ownership alignment: Marshall’s beneficial ownership is material (~1.5%) with substantial options; no pledging or hedging disclosures, and no director ownership guidelines disclosed .
- Related-party and conflicts: Company reports no related-party transactions above SEC thresholds; policy requires disinterested majority approval for insider transactions .
- Shareholder signals: 2025 say‑on‑pay passed with 54.7% “for” (bare majority), far below typical large-majority approvals—this indicates investor concern about compensation; reverse split authorization narrowly passed on an issued/outstanding basis, signaling mixed sentiment on capital markets strategy .
Say‑on‑pay results and meeting vote outcomes:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Say‑on‑pay votes “For” | 72,180,828 | 87,066,389 | 84,305,241 | 76,470,107 | 94,165,357 | 103,880,414 |
| Say‑on‑pay votes “Against” | 2,950,599 | 3,646,737 | 9,841,157 | 5,477,240 | 3,453,224 | 7,883,192 |
| Abstain | 1,752,675 | 2,462,756 | 2,175,747 | 2,816,330 | 885,913 | 6,719,295 |
| Broker non‑vote | 47,142,003 | 43,453,003 | 57,328,090 | 74,462,248 | 75,196,191 | 71,345,958 |
| Approval % (of votes present) | n/a | n/a | n/a | n/a | n/a | 54.7% |
Board election and reverse split (2025):
- Marshall re‑elected: 115,118,223 “for”; 3,369,627 “withheld”; 71,345,958 broker non‑vote .
- Reverse split authorization: 156,326,053 “for”; 29,794,797 “against”; 3,708,006 abstain (51.8% of issued/outstanding) .
RED FLAGS:
- Nominating & Governance Committee did not meet in 2024; oversight of board refreshment, evaluations, and related‑party reviews may be light relative to best practice for the year .
- No Lead Independent Director while CEO is Board Chair; concentrated leadership can weaken independent oversight, especially for a smaller reporting company .
- Bare‑majority say‑on‑pay approval (54.7%) in 2025 suggests investor dissatisfaction with compensation practices and alignment; warrants robust investor engagement by the Compensation Committee .
Overall, Marshall’s audit leadership and independence are positives for governance quality, while committee inactivity on governance, board leadership structure, and investor signals on pay are areas to monitor and address through enhanced board processes and engagement .
Other Directorships & Interlocks
- None disclosed for Dennis E. Marshall (public-company boards or material interlocks) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (2025) | 4,951,621 shares (1.5% of class); includes 4,691,589 shares via currently exercisable options |
| Beneficial ownership (2024) | 4,477,288 shares (1.5% of class); includes 4,217,256 shares via currently exercisable options |
| Pledging/hedging | Not disclosed |
| Ownership guidelines | Not disclosed for directors |
Related Party & Conflicts
- Policy requires majority approval of the full Board and disinterested directors for insider transactions, at terms no less favorable than third parties .
- Company reports no related‑party transactions above SEC thresholds since the prior fiscal year; routine conversions of payables to equity are under disclosure thresholds .
Compensation Committee Analysis
- Compensation Committee comprised entirely of independent directors (Park – Chair, Marshall, Bray); no interlocks or insider participation; options are provided to independent directors as quarterly fees .
- Equity plans (2018 and 2024) authorize multiple award types, with anti‑repricing provisions; 2024 Plan approved by shareholders and includes performance award capabilities .
Performance & Track Record Signals (Board-level)
- Board and Audit Committee met regularly in 2024; oversight of financial reporting and auditor engagement documented in committee report .
- Strategic capital markets posture: shareholders granted the Board authority to effect a reverse split solely to meet national exchange price requirements; Board disclosed no immediate plan to implement without an uplisting path .
Governance Quality Summary
- Strengths: Independent Audit Chair with audit expert designation; regular committee cadence in Audit and Compensation; independent status; meaningful insider ownership alignment .
- Watch items: No Lead Independent Director; Nominating & Governance Committee inactivity in 2024; investor discontent on compensation (54.7% support) .
- Actions that would improve confidence: Formalize lead independent director role; increase Nominating & Governance Committee activity (board evaluations, refreshment, related‑party review cadence); proactive investor engagement to address say‑on‑pay concerns .