Michael Kornelsen
About Michael J. Kornelsen
Michael J. Kornelsen, D.M.A., age 64, has served as a non-management director of Lifeloc Technologies since May 1, 2017. He is Professor Emeritus of Music at Metropolitan State University of Denver (19 years; prior Chair of the Department of Music and Associate Dean of the Arts), former President & CEO of Summit Meetings, Inc. (13 years), and a licensed real estate broker with Coldwell Banker Residential Brokerage; he holds a Doctor of Musical Arts (2005), M.M.E. (1990), and B.M.E. (1983) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan State University of Denver | Professor (Emeritus); Chair of Music; Associate Dean of the Arts | 19 years | Education and training expertise relevant to LCTC’s drug/alcohol training business |
| Summit Meetings, Inc. | President & CEO | 13 years | Events planning and management experience |
| Coldwell Banker Residential Brokerage | Licensed Real Estate Broker | Not disclosed | Real estate development and sales experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Metropolitan State University of Denver | Professor Emeritus of Music | Current per biography |
| Coldwell Banker Residential Brokerage | Licensed Real Estate Broker | Current per biography |
| Other public company boards | None disclosed | Not disclosed in proxies |
Board Governance
- Family relationship: Michael is the son of Vern D. Kornelsen (Chairman, Secretary & CFO) .
- Independence: The Board identified Adam Kashenberg and Donald Siecke as independent under NASDAQ/SEC rules; Michael was not identified as independent .
- Committee assignments: Audit Committee comprises Donald Siecke and Adam Kashenberg; Michael is not a member and holds no chair roles .
- Board/committee attendance: In 2024, the Board met 4 times (plus 3 consents); each director attended ≥75% of meetings and all directors attended all Board meetings .
| Governance Attribute | Detail |
|---|---|
| Audit Committee | Not a member; committee is Siecke and Kashenberg |
| Compensation Committee | None; full Board oversees compensation |
| Nominating | Full Board acts as nominating committee |
| Attendance (FY 2024) | ≥75% for Board/committees; all directors attended all Board meetings |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $1,500 | $1,500 |
| Total ($) | $1,500 | $1,500 |
Notes:
- No director meeting fees, chair fees, or retainers were itemized separately in the proxy disclosures .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($) | $0 (none) | $0 (none) |
| Option awards ($) | $0 (none) | $0 (none) |
| Non‑equity incentive ($) | $0 (none) | $0 (none) |
| Performance metrics tied to director pay | None disclosed | None disclosed |
Other Directorships & Interlocks
| Entity | Role/Relationship | Relevance to LCTC |
|---|---|---|
| EDCO Partners LLLP | Michael is a limited partner; EDCO is LCTC’s largest shareholder | EDCO held 76.30% as of 3/31/2025; press release noted 77.5% post 7/23/2024 placement |
| EDCO private placement (7/23/2024) | Private placement at $3.80/share; notices included copy to Michael J. Kornelsen | Highlights proximity to controlling holder in capital raises |
Expertise & Qualifications
- Education and training leadership with university department chair and associate dean experience .
- Event operations and business management through Summit Meetings, Inc. .
- Real estate and development experience as a licensed broker .
- Board’s stated rationale: education/training expertise aligned with Lifeloc’s drug/alcohol training interests and management experience .
Equity Ownership
| Metric | As of 4/24/2024 | As of 3/31/2025 |
|---|---|---|
| Direct shares | 0 (direct) | 1,000 shares directly |
| Indirect via EDCO (held on his behalf) | 25,368 shares (limited partner interest; disclaims voting/investment power except pecuniary interest) | 27,500 shares (limited partner interest; disclaims voting/investment power except pecuniary interest) |
| Options exercisable (within 60 days) | 1,000 options | None disclosed |
| Ownership as % of outstanding | <1% (“*”) | <1% (“*”) |
| Anti‑hedging policy | No explicit anti‑hedging policy |
Governance Assessment
- Board effectiveness and independence: Michael is not designated independent and is the son of the CFO/Chairman, indicating a controlled-company dynamic; two independent directors staff the Audit Committee, but overall independence may be limited by familial ties and EDCO control (76–78%) .
- Attendance/engagement: Strong attendance disclosure (≥75%, all attended Board meetings), supporting engagement .
- Compensation alignment: Director pay is minimal and entirely cash; no equity grants, options, or performance-linked pay disclosed for directors in 2024, which reduces alignment with shareholder returns but also limits pay-related risk .
- Potential conflicts/related-party exposure: EDCO (controlled by Vern D. Kornelsen) conducted a large private placement and holds a supermajority; Michael’s limited partner interests in EDCO add proximity to the controlling shareholder, though he disclaims voting/investment power on those EDCO-held shares .
- Policies: Lack of explicit anti‑hedging policy is a minor governance gap versus best practices .
RED FLAGS
- Familial relationship to CFO/Chairman (son) and non‑independent status .
- Supermajority ownership by EDCO, with Michael having limited partner interests; controlled-company dynamic may constrain minority shareholder influence .
- No explicit anti‑hedging policy for directors .
Positive Signals
- Full attendance and functioning Audit Committee comprised solely of independent directors .
Year‑over‑Year Director Compensation Structure (Context)
- FY 2023: $1,500 cash fees for Michael; disclosure noted non‑employee directors held 1,000 unexercised options (holdings; not compensation awards) .
- FY 2024: $1,500 cash fees; proxy explicitly states no stock/option awards for directors and none of the three non‑employee directors held unexercised options, indicating a simplification of director equity exposure .
Committee Assignments, Chair Roles, and Independence
| Attribute | Status |
|---|---|
| Audit Committee membership | No; committee = Siecke and Kashenberg |
| Chair roles | None disclosed |
| Independence | Not designated independent; only Siecke and Kashenberg designated independent |
Director Meeting Attendance (FY 2024)
| Metric | Value |
|---|---|
| Board meetings (in person/phone) | 4 |
| Board actions by written consent | 3 |
| Attendance | Each director ≥75% of Board/committee meetings; all directors attended all Board meetings |