John Andersen
MULNAbout John Andersen
Independent Class III director of Mullen Automotive since September 2022; age 70. Background spans 40+ years operating and growing real estate businesses across CA, UT, WY, including escrow services; currently director/officer of Eminence Escrow, Inc. (since 2013) and owner/operator of DNJ Investments, Inc. (since 2015) . Board determined he is “independent” under Nasdaq rules . Term runs to the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eminence Escrow, Inc. | Director & Officer | Since 2013 | Escrow services |
| DNJ Investments, Inc. | Owner & Operator | Since 2015 | Escrow services |
| Large real estate firm | Partner | 1986–1996 | ~300 sales agents; integrated services (escrow, loans) |
| Real estate investment/management | Principal | Since 1980 | Multi-family residential, commercial sales/leases (CA, UT, WY) |
External Roles
| Organization | Role | Category | Notes |
|---|---|---|---|
| Eminence Escrow, Inc. | Director & Officer | Private | Escrow services |
| DNJ Investments, Inc. | Owner & Operator | Private | Escrow services |
Board Governance
- Committee memberships: Audit Committee (member); Compensation Committee (member) .
- Audit Committee composition and remit include approving auditor engagement, reviewing financials and disclosure, and approving related-party transactions .
- Compensation Committee remit includes executive pay decisions, director compensation, and equity plan administration .
- Attendance: FY2024 Board held 12 meetings; Audit (3), Compensation (2); no director attended fewer than 75% of Board/committee meetings on which they served .
- Independence: Board determined Andersen is independent under Nasdaq standards .
Fixed Compensation
- Cash retainer policy for non‑employee directors: $50,000 annual Board retainer; plus $10,000 per Audit Committee member; $5,000 per Compensation or Nominating & Governance member; $45,000 Audit Chair; $7,500 Comp/NCG Chair; $25,000 Lead Independent Director; paid quarterly .
- Meeting fees (beyond thresholds): $500 per extra telephonic meeting over 15 per year; $1,000 per extra in‑person meeting over 4 per year .
Director cash earned (FY2024):
| Item | Amount ($) | Source |
|---|---|---|
| Cash fees earned | 67,000 |
Director cash retainer policy (reference):
| Component | Annual Amount ($) | Source |
|---|---|---|
| Board retainer | 50,000 | |
| Audit Committee member | 10,000 | |
| Compensation or NCG member | 5,000 | |
| Audit Committee Chair | 45,000 | |
| Compensation or NCG Chair | 7,500 | |
| Lead Independent Director | 25,000 |
Performance Compensation
- Equity award policy: annual grant under equity plan equal to $100,000 (value determined by closing price on grant date) .
- FY2024 stock awards (grant-date fair value): | Item | Amount ($) | Source | |---|---:|---| | Stock awards (fair value) | 122,730 | |
Note: Director equity awards are time-based; no performance metrics were disclosed for director grants .
Other Directorships & Interlocks
- Public company boards: none disclosed for Andersen .
- Compensation Committee Interlocks: none; committee members (including Andersen) were not Company officers in 2023 and had no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Extensive operational and growth experience in real estate investment, escrow and related services; selected for Board due to “extensive and in-depth experience in operating and growing businesses” .
- Audit Committee service indicates engagement with financial oversight and related‑party review processes .
Equity Ownership
Beneficial ownership (as of record date May 5, 2025 for the special meeting): the proxy table lists “Jonathan K. Andersen” with “—” shares and “*” percent (less than 1%), indicating no beneficial ownership disclosed at that date .
| Holder | Shares | Percent | Source |
|---|---|---|---|
| John/“Jonathan K.” Andersen | 0 (—) | * (<1%) |
Governance Assessment
- Positive signals:
- Independent director; serves on key oversight committees (Audit and Compensation) .
- FY2024 attendance at or above the Company’s 75% threshold; Board/committees met regularly .
- Concerns/RED FLAGS:
- Change‑in‑control agreement grants each non‑employee director (including Andersen) $5 million cash plus immediate vesting of unvested equity upon a change in control—an atypically large director parachute that can misalign incentives around sale processes .
- Section 16 compliance: proxy notes Andersen filed late Form 4s (two transactions), indicating reporting deficiencies in the period .
- Low “skin‑in‑the‑game”: proxy tables show no beneficial share ownership for Andersen at the May 2025 record date, limiting ownership alignment with shareholders .
Additional context:
- Director compensation mix includes cash and substantial equity grants (Andersen FY2024: $67k cash; $122.7k stock) which are common, but the presence of extra meeting fees and the evergreen equity plan administration by the Compensation Committee warrants continued monitoring for dilution and pay practices .