Michael Lenner
About Michael Lenner
Michael Lenner, age 47, has served as an independent director of Hour Loop (HOUR) since June 1, 2021. He is Vice President, Software Engineering at Disney Streaming Services (The Walt Disney Company) and previously held senior engineering leadership roles at BAMTECH Media, MLB Advanced Media, and H. Bloom; he holds a B.A. in Physics (Binghamton University) and an M.S. in Computer Science (Columbia University). The board has determined he is independent under Nasdaq, SOX, and SEC rules. He has not held directorships at other reporting companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company (Disney Streaming Services) | Vice President, Software Engineering | May 2018–present | Streaming/platform engineering leadership |
| BAMTECH Media | Vice President, Software Engineering | Aug 2017–May 2018 | Video streaming engineering leadership |
| MLB Advanced Media | VP/Senior Director, Software Engineering | Jul 2014–Aug 2017 | Digital media/platform engineering |
| H. Bloom | Vice President, Engineering | Feb 2011–Jun 2014 | Engineering leadership |
External Roles
- Public company directorships: None disclosed.
Board Governance
- Independence: The board affirms three of five directors are independent (Lenner, Gao, Bui). HOUR is a Nasdaq “controlled company” and relies on exemptions from having a compensation or nominating/governance committee.
- Committee assignments: Member, Audit Committee (the only standing committee); Hilary (Hui‑Chong) Bui is Chair and the designated “audit committee financial expert.”
- Attendance/engagement: The board met four times in FY2024; each director attended at least 75% of board and committee meetings on which they served. The audit committee held no formal meetings during FY2024.
- Controlled company and related dynamics: Sam Lai (CEO/Chair/Interim CFO) and Maggie Yu (SVP/Director), who are married, together hold ~94.84% of voting power; the company is therefore a “controlled company” under Nasdaq rules.
- Related-party oversight: Audit Committee is charged with reviewing/approving related‑party transactions; notable related‑party loans involve the controlling shareholders (Lai/Yu), with remaining principal outstanding and extensions disclosed.
Fixed Compensation
| Element | Amount/Structure | Frequency/Timing | Notes |
|---|---|---|---|
| Director equity retainer | Shares of common stock with $3,000 fair market value | Each calendar quarter (pro‑rated for partial quarter) | Value determined by VWAP over prior 20 trading days (or other methods if not trading); service-based retainer under Director Agreement effective June 1, 2021. |
| Trade show/event per diem | $1,000 per full day; $500 per half day | As requested by the Company | In addition to quarterly equity; outside core board duties. |
| Expense reimbursement | Reasonable out‑of‑pocket expenses for in‑person meetings | Ongoing | Subject to company policy and approvals for >$500 allocated expenses. |
Performance Compensation
- No director‑specific performance metrics disclosed; non‑employee directors are eligible for awards under the 2021 Equity Incentive Plan (cap of $750,000 per year; $1,500,000 for initial service), but Lenner’s disclosed compensation is the quarterly service‑based equity retainer.
Director equity grants to Michael Lenner (service-based retainer):
| Grant Date | Shares | FMV/Share ($) | Source |
|---|---|---|---|
| Jan 4, 2023 | 1,001 | 2.9985 | |
| Apr 3, 2023 | 1,365 | 2.1985 | |
| Jun 30, 2023 | 1,752 | 1.7125 | |
| Oct 2, 2023 | 1,948 | 1.5400 | |
| Jan 2, 2024 | 2,139 | 1.4025 | |
| Mar 29, 2024 | 2,251 | 1.3330 | |
| Jul 1, 2024 | 2,946 | 1.0185 | |
| Oct 1, 2024 | 2,196 | 1.3660 | |
| Apr 1, 2025 | 1,750 | 1.7140 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None (SEC reporting companies) | — | — | Proxy states Lenner has not held directorships in reporting companies. |
Expertise & Qualifications
- Technology/streaming software executive with multi‑year leadership at Disney Streaming, BAMTECH, MLBAM; strong platform and engineering management depth.
- Academic credentials in Physics (B.A.) and Computer Science (M.S.).
- Audit Committee member (not designated as financial expert; Chair/financial expert is Bui).
Equity Ownership
| Metric | Value | As Of / Context |
|---|---|---|
| Beneficial ownership (common shares) | 23,709 | Record Date July 1, 2025 per proxy security ownership table (table shows an asterisk in percent column). |
| Initial Form 3 holdings (common) | 1,750 (Direct) | Event date 01/06/2022; initial statement of beneficial ownership. |
Governance Assessment
- Strengths
- Independent director and Audit Committee member; board affirms independence under Nasdaq/SOX/SEC standards.
- Technology/streaming engineering leadership background adds operating rigor to an e‑commerce/marketplace model.
- Equity‑only quarterly retainer aligns incentives with shareholders; regular small grants transparently disclosed.
- Concerns / RED FLAGS
- Controlled company with ~94.84% voting power held by CEO (Sam Lai) and spouse (Maggie Yu), who also both serve on the board—significant minority‑shareholder rights risk; reliance on audit committee as the only standing independent committee.
- No compensation or nominating/governance committees (exemptions used); independent directors collectively set exec pay and nominate directors, reducing formal oversight structures.
- Audit Committee held no formal meetings in FY2024—an unusual oversight posture for public companies.
- Related‑party transactions (insider loans from Lai/Yu) reviewed by the Audit Committee but underscore governance risk in a controlled structure.
- Engagement/Attendance
- Board met four times in FY2024; all directors met at least 75% attendance, indicating baseline engagement.