Michael Johnson
About Michael Johnson
Michael Johnson (age 76) has served as a director of Flux Power Holdings, Inc. since 2012. He is CEO of Esenjay Petroleum Corporation and director/beneficial owner of Esenjay Investments LLC, a major shareholder of Flux. He holds a B.S. in Mechanical Engineering from the University of Southwestern Louisiana and is described by the company as an industry expert with extensive company‑building experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Esenjay Petroleum Corporation | Chief Executive Officer & Director | Since 2002 | Leads the business; industry expertise in natural gas exploration |
| Esenjay Investments LLC | Director & Beneficial Owner | Not stated (affiliate of Flux throughout 2012–2025) | Controls large equity stake in Flux; investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Esenjay Petroleum Corporation | CEO & Director | Since 2002 | Private company |
| Esenjay Investments LLC | Director & Beneficial Owner | Not stated | Private investment entity; 24–28% Flux ownership across 2023–2025 |
Board Governance
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating & Governance; those committees are composed of independent directors (Walters‑Hoffert, Robinette, Leposky) .
- Independence: Not independent under Nasdaq rules; board identified independent directors and Johnson was not among them .
- Years of service: Director since 2012 (13+ years as of 2025) .
- Board leadership context: In March 2025, Dale Robinette (independent) became Chairman; independent directors hold executive sessions .
- Attendance: For FY2024, each director attended at least 75% of board and committee meetings; independent directors met in executive session four times .
Fixed Compensation
| Fiscal Year | Annual Retainer (Cash) | Committee Member Fees (Cash) | Chair Fees (Cash) | Meeting Fees | Total Cash | Stock Awards Fair Value | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $50,000 | $0 (not a committee member) | $0 | Not disclosed (none indicated) | $50,000 | $50,000 | $100,000 |
| 2023 | $50,000 | $0 | $0 | Not disclosed (none indicated) | $50,000 | $50,000 | $100,000 |
Notes: Non‑executive director cash package shows base retainer only for Johnson; committee and chair fees are paid to independent directors in those roles .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Fair Value | Vesting Schedule | Performance Metrics Tied? |
|---|---|---|---|---|---|
| Apr 2024 | RSUs | 17,057 | Included in FY2024 $50,000 stock award | Fully vest on Apr 18, 2025 | None disclosed (time‑based RSUs) |
| Apr 2023 | RSUs | 16,883 (director cohort) | Included in FY2023 $50,000 stock award | Fully vested on Apr 20, 2024 | None disclosed (time‑based RSUs) |
Notes: No performance‑based equity (PSUs) or director bonus plan disclosed for directors; RSUs are time‑based .
Other Directorships & Interlocks
| Entity | Relationship to Flux | Exposure/Transaction | Timing/Terms |
|---|---|---|---|
| Esenjay Investments LLC (controlled by Johnson) | 24–28% beneficial owner | 2020 private placement participation ($300,000) ; historical credit facility lender; multiple debt/equity conversions | Private placement Apr–Jul 2020; credit facility amended and converted in 2020–2021; facility terminated June 10, 2021 |
| Esenjay Investments LLC | Participant in 2025 Private Placement | Johnson (director) and Esenjay participating on same terms as other investors; interest in Amendment and Share Issuance proposals | Special meeting Aug 2025; board disclosed officers/directors’ interest due to participation |
Expertise & Qualifications
- CEO experience in energy sector; mechanical engineering background; described as “industry expert” in natural gas exploration with company‑building track record .
- Long‑tenured board member (since 2012) with significant shareholder perspective via Esenjay .
Equity Ownership
| As‑of Date | Holder | Shares | Instruments/Notes | % Outstanding |
|---|---|---|---|---|
| Apr 8, 2025 | Michael Johnson (individual) | 39,254 direct + 9,948 options exercisable within 60 days | Includes 17,057 RSUs vesting within 60 days | — |
| Apr 8, 2025 | Esenjay Investments LLC (beneficially owned by Johnson) | 4,148,680 | Johnson is sole director & beneficial owner | 24.7% (Esenjay) |
| Apr 8, 2025 | Aggregate beneficial | 4,214,939 (Johnson+Esenjay+options) | Consolidated beneficial ownership | 25.1% |
| Jul 14, 2025 | Aggregate beneficial | 4,214,939 (Johnson+Esenjay+options) | Per special meeting record date | 25.0% |
Notes: Prior periods show 26.0% (Feb 28, 2024) and 27.5% (Mar 6, 2023), indicating dilution as share count increased .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Not independent under Nasdaq; independent directors are Walters‑Hoffert, Robinette, Leposky . |
| Committees | Not listed as a member; Audit (Walters‑Hoffert, Chair), Compensation (Robinette, Chair), Nominating & Governance (Leposky, Chair) . |
| Attendance | FY2024: each director attended ≥75% of meetings; independent directors held 4 executive sessions . |
| Leadership | Chairman role shifted to independent director Dale Robinette on Mar 10, 2025 . |
Insider Trades
| Date/Period | Filing Note | Detail |
|---|---|---|
| FY2023 | Late Form 4 filing | One late Form 4 for sale of 4,000 shares by Esenjay under a Rule 10b5‑1 plan; filed one day late (June 16, 2023) . |
Related‑Party Transactions (Conflict Exposure)
- Historic credit facilities and loans with Esenjay and other lenders; Esenjay conversions of debt to equity (2018–2021), with facility terminated June 10, 2021 . Audit Committee oversees related party transactions per charter .
- Esenjay participated in 2020 private placement ($300,000) while Johnson served on the board .
- 2025 Private Placement: Johnson (director), CEO, CFO, and VP Operations participating on same terms as other investors; board disclosed their interest in proposals to amend articles and approve share issuances, signaling potential conflicts to be managed via shareholder approval .
- Subordinated LOC with Cleveland Capital (unrelated to Johnson) includes warrants; Cleveland is a >5% holder; relevant for governance oversight but not a Johnson‑controlled entity .
Governance Assessment
-
Strengths:
- Long tenure with substantial shareholder alignment through Esenjay’s stake (25.1%) .
- Committees led by independent directors; Chair role moved to independent director in 2025, enhancing oversight .
- Clawback policy adopted (Oct 2, 2023) and administered by Compensation Committee; recovery analysis for restatements completed (pre‑policy periods not subject to clawback) .
-
Risks/Red Flags:
- Related‑party exposure: Johnson’s control of Esenjay, a major holder and historical lender/participant in financings, presents ongoing conflict potential; 2025 Private Placement participation required transparent shareholder approvals .
- Non‑independence: Johnson is not independent, limiting eligibility for key gatekeeper committees .
- Concentrated ownership: Significant influence via Esenjay could affect minority shareholder dynamics .
- Disclosure note: a late Section 16 filing (minor operational red flag) .
-
Compensation alignment:
- Director pay is modest and largely fixed plus time‑based RSUs; no performance‑linked director pay disclosed, consistent with market practice and minimizing pay‑for‑performance concerns at the board level .
Overall, Johnson brings sector experience and investor alignment but presents elevated conflict‑of‑interest risk due to control of a major shareholder and participation in capital transactions, necessitating continued robust independent oversight and audit committee review .