Marvin E. Harris, Jr.
About Marvin E. Harris, Jr.
Marvin E. Harris, Jr. is an independent director of The Reserve Petroleum Company (RSRV) and has served on the board since May 7, 1991; he is 73 years old as of the April 10, 2025 record date . His background spans senior software development roles at Devon Energy, Teleflora, Southwest Research Institute, and earlier leadership of software firms; he holds a BS (University of Alabama), MS (University of Alabama at Birmingham), and MBA (Southern Methodist University) . The Board has formally determined Mr. Harris is independent under NASDAQ Rule 5605(a)(2) . He is the designated independent director to receive stockholder communications addressed to the independent directors .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Devon Energy Corporation | Senior Software Developer | Apr 2013 – Mar 2021 | Retired Mar 2021 |
| Teleflora | Senior Software Developer | Mar 2012 – Apr 2013 | — |
| Southwest Research Institute | Principal Analyst | Jan 2011 – Mar 2012 | — |
| Tetron Software | President (Founder) | Jan 1994 – Jan 2011 | — |
| RDS Services, Inc. | President | 1991 – 1994 | — |
| Intel Corporation | Employee | 1984 – 1991 | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in past five years |
Board Governance
- Independence: The Board determined Harris is independent (NASDAQ Rule 5605(a)(2)) .
- Committee assignments: Member, Audit Committee; Audit Committee chaired by Eddy R. Ditzler; members include Doug S. Fuller and Marvin E. Harris, Jr. .
- Audit Committee activity: Audit Committee met four times in 2024; issued the required audit committee report recommending inclusion of 2024 audited financials in the 10‑K .
- Board attendance: The Board held three meetings in 2024, and all directors attended at least 75% of Board and committee meetings; all directors attended the Annual Meeting .
- Engagement: Harris is designated to receive communications from stockholders directed to independent directors, reinforcing accessibility and oversight .
Fixed Compensation
| Year | Board Meeting Fees ($) | Per-Meeting Rate ($) | Implied Board Meetings Attended (#) | Audit Committee Fees ($) | Audit Per-Meeting Rate ($) | Audit Meetings Attended (#) | Total Director Fees ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 4,500 | 1,500 | 3 (rate × meetings) | 1,200 | 300 | 4 (rate × meetings; charter notes 4 meetings) | 5,700 |
| 2023 | 4,500 | 1,500 | 3 (rate × meetings) | 1,200 | 300 | 4 (rate × meetings) | 5,700 |
Notes:
- Directors are compensated per meeting only; no additional committee fees except Audit Committee (Chair $1,000; other independent members $300) .
- The company provides no equity awards, non-equity incentive compensation, or deferred compensation to directors .
Performance Compensation
| Component | Structure | Metrics | 2024 Detail |
|---|---|---|---|
| Equity awards (RSUs/PSUs/Options) | None for directors | — | None granted |
| Cash incentive/bonus | None for directors | — | None |
| Deferred comp | None for directors | — | None |
The company explicitly states it provides no stock or stock option awards, non-equity incentive compensation, or deferred compensation to directors .
Other Directorships & Interlocks
| Name | External Board/Role | Company Relationship | Potential Interlock/Conflict |
|---|---|---|---|
| Marvin E. Harris, Jr. | None disclosed | Independent director | No related-party ties disclosed |
| Board context (for conflict awareness) | — | McLain brothers are executives/directors; related-party involvement with Lochbuie LLC; Savage has outside financial advisory relationships; Tyler provides tax consulting | Board-level related party context; no Harris-specific transactions |
Expertise & Qualifications
- Technical and energy domain expertise from roles at Devon Energy and Intel; leadership experience founding and running software businesses .
- Education: BS (University of Alabama), MS (University of Alabama at Birmingham), MBA (Southern Methodist University) .
- Audit Committee service indicates aptitude for financial oversight; Audit Committee met 4 times in 2024 and fulfilled PCAOB/SEC communication and independence review responsibilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Pledged as Collateral |
|---|---|---|---|
| Marvin E. Harris, Jr. | — (none disclosed) | — | None disclosed; pledge only noted for Savage (1,269 shares) |
Policy notes:
- Company has not adopted a formal insider trading policy but ensures compliance with SEC Rule 10b‑5; no prohibition on hedging; none of the shares are pledged other than Mr. Savage’s .
Additional Voting Signal (2025)
| Proposal | Result |
|---|---|
| Director election – Marvin E. Harris, Jr. | For: 73,753; Abstain: 76; Broker non-votes: 9,943 |
| Say‑on‑Pay (advisory) | For: 62,647; Against: 778; Abstain: 10,404; Broker non‑votes: 9,943 |
| Frequency of Say‑on‑Pay | 3 years: 38,761; 1 year: 25,191; 2 years: 215; Abstain: 9,662 |
Governance Assessment
Strengths:
- Independence and long tenure; active Audit Committee participation and satisfaction of audit oversight duties, including PCAOB/SEC-required discussions and independence checks .
- Consistent meeting participation inferred from fee records and committee meeting counts; board attendance policy met across directors in 2024 .
- Designation as the independent director for stockholder communications enhances accountability and engagement .
- Director compensation is modest, cash-only, and per-meeting, reducing pay-related conflicts; no equity grants or incentives to directors .
Watch items / red flags:
- Zero disclosed beneficial ownership for Harris suggests limited “skin‑in‑the‑game” alignment; the company has no director stock ownership guidelines disclosed .
- Company lacks a formal insider trading policy and does not prohibit hedging, which is below evolving governance best practices .
- Board-level related party transactions (Lochbuie LLC with McLain directors; advisory/consulting relationships for Savage and Tyler) present governance complexity even if not involving Harris directly .
- The Board delegates risk oversight to executive officers due to company size, which may constrain independent oversight capacity .
Overall signal:
- Harris’s governance profile is stable: independent, audit-engaged, and shareholder-accessible, with strong re‑election support in 2025 . Alignment is primarily via service quality rather than ownership or performance-based pay, warranting continued monitoring of board‑level related party dynamics and insider policy rigor .