Michael Espensen
About Michael Espensen
Michael Espensen, 75, is an independent director of Dolphin Entertainment (DLPN) who has served on the board since June 2008. He chairs the Audit Committee and is designated by the board as an “audit committee financial expert” under SEC/Nasdaq rules, reflecting deep financial oversight credentials. His background includes serving as CEO (2009–2014) and Chairman (2009–present) of Keraplast Technologies, LLC; producing/investing in family entertainment; and over 30 years as a real estate developer/investor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keraplast Technologies, LLC | Chief Executive Officer | 2009–2014 | Oversaw budgets and financial statements; commercial-stage biotech |
| Keraplast Technologies, LLC | Chairman of the Board | 2009–present | Ongoing financial oversight |
| TV/Film (family entertainment) | Executive/Co-Executive Producer | 2006–2009 | Approved production budgets; monitored spend vs. budget |
| Real Estate | Developer/Investor | Over 30 years | Long-tenured investing/development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keraplast Technologies, LLC (private) | Chairman of the Board | 2009–present | No public company board disclosed beyond DLPN |
| Entertainment ventures | Producer/Investor | 2006–2009 | Twelve made-for-TV movies (children/family) |
Board Governance
- Committee leadership and expertise: Espensen is Audit Committee Chair; the board designates him an audit committee financial expert. The Audit Committee met four times in 2024 with all members present; it also reviews and approves related party transactions and selects the independent auditor .
- Independence: The board deems Espensen independent under Nasdaq Rule 5605(a)(2); all Audit Committee members meet enhanced independence standards .
- Board meetings and attendance: The board held six meetings in 2024; each incumbent director attended at least 75% of board and applicable committee meetings during their service period .
- Nomination process: No standing nominating committee; a majority of independent directors recommend nominees for board selection .
- Leadership and risk oversight: CEO and Chair roles are combined; the proxy states the board “does not perform a risk oversight function” .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Chair (Espensen) | 4 | All members present at each meeting |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Director compensation paid (cash/equity) | $0 | $0 |
| Committee/meeting fees disclosed | None | None |
Performance Compensation
| Equity Awards to Directors | FY 2023 | FY 2024 |
|---|---|---|
| RSUs/Options/PSUs | None | None |
The company notes it does not currently award options; RSUs are occasionally granted to employees, not disclosed for directors in 2023–2024 .
Other Directorships & Interlocks
- No other public company board service for Espensen is disclosed in the proxy biography; external governance roles cited are private (Keraplast) and entertainment/real estate activities .
- Interlocks/conflicts: None disclosed pertaining to Espensen. Material related-party arrangements involve the CEO (William O’Dowd), a family member (Donald Scott Mock), and a director consulting agreement (Hilarie Bass); these fall under Audit Committee oversight .
Expertise & Qualifications
- Audit oversight: Audit Committee Chair and SEC/Nasdaq-designated audit committee financial expert .
- Operating leadership: Former CEO and current Chairman of Keraplast (multimillion-dollar company) .
- Industry experience: Producer/investor in family entertainment; budget/production oversight .
- Long-term investing: Over 30 years in real estate development/investment .
Equity Ownership
| Metric | As of Jul 29, 2024 | As of Sep 15, 2025 |
|---|---|---|
| Common shares beneficially owned | 56 | 28 |
| Ownership as % of class | <1% | <1% |
| Pledged shares | Not disclosed | Not disclosed |
| Options/RSUs (vested/unvested) | None disclosed | None disclosed |
Insider trading policy prohibits directors/officers from hedging or monetization transactions in DLPN stock .
Additional Voting Signal (2025 Election)
| Item | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Michael Espensen (Nov 10, 2025) | 8,793,626 | 593,975 | 3,796,342 |
Say-on-pay (2024 NEO compensation) passed with 9,037,607 For, 320,072 Against, 29,922 Abstentions; broker non-votes 3,796,342 .
Governance Assessment
- Strengths: Independent director; chairs Audit Committee with financial expert designation; consistent committee attendance; audit oversight includes related-party review; shareholders re-elected him in 2025 with substantial support .
- Alignment concerns: Very low personal share ownership (28 shares; <1% of class) and no director compensation/equity grants disclosed for 2023–2024 may limit “skin-in-the-game” alignment signals for investors focused on ownership-based incentives .
- Process weaknesses/RED FLAGS: No standing nominating committee (independent directors handle nominations) and explicit disclosure that the board “does not perform a risk oversight function,” which is atypical among public issuers and may raise governance efficacy concerns for risk oversight .
- Related-party exposure (board-level): Significant related-party transactions with the CEO and his brother, and a director consulting arrangement, are reviewed by the Audit Committee. While Espensen is independent and chairs the committee, the magnitude and concentration of related-party dealings heighten oversight demands and potential perception risks .
- Compliance: Section 16 filings met for 2024 except one late Form 4 by the CEO; no legal proceedings disclosed for directors/officers; hedging prohibited for directors/officers .
Overall implication: Espensen brings credible financial oversight and leadership experience and is an independent check via the Audit Committee; however, limited personal ownership, absence of director equity compensation, and structural governance choices (combined CEO/Chair, explicit lack of risk oversight function, no nominating committee) may constrain board effectiveness and investor confidence in risk governance rigor .