Michael Earl Cornett Sr.
About Michael Earl Cornett Sr.
Michael Earl Cornett Sr. (age 66) is an independent director of Stardust Power Inc. (SDST), serving since the July 8, 2024 business combination that established the current board; he chairs the Nominating and Corporate Governance Committee and is deemed independent under Nasdaq standards . His background spans journalism (1980–1999), academia (University of Oklahoma, 1999–2000), public service (Oklahoma City City Council 2001–2004; Mayor 2004–2018), and business consulting (President, Mick Cornett Inc., since 1999); education includes a BA in journalism (University of Oklahoma, 1981) and an MBA (NYU, 2011) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mick Cornett Inc. | President | 1999–present | Business consulting and strategic advisory |
| City of Oklahoma City | Mayor | 2004–2018 | Led city development and transformation initiatives |
| City of Oklahoma City | City Council Member | 2001–2004 | Municipal governance |
| University of Oklahoma | Full-time College Professor | 1999–2000 | Academic instruction |
| Journalism (various) | Journalist | 1980–1999 | Media, communications |
External Roles
| Organization | Role | Tenure | Public Company Status |
|---|---|---|---|
| IBC Bank | Board Member | 2019–present | Not disclosed as SEC-registered; company states directors held no other public company directorships in last 5 years beyond those disclosed |
| Rees Architecture | Board Member | 2023–present | Not disclosed as SEC-registered; company states directors held no other public company directorships in last 5 years beyond those disclosed |
Board Governance
- Independence: Determined independent by the Board under SEC/Nasdaq rules .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation Committees .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024 (post-closing period) .
- Lead Independent Director: None elected as of Dec 31, 2024; Chair and CEO roles combined (Pujari) .
- Executive sessions frequency: Not disclosed .
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Not a member |
| Compensation | Not a member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Details |
|---|---|---|---|---|
| 2024 | 16,250 | 109,519 (9,425 RSUs; grant-date fair value under ASC 718) | 125,769 | RSUs vest through 2025 annual meeting or June 15, 2025, whichever earlier |
- Board approved compensation for board service and committee memberships for certain non-employee directors beginning September 2024 (no per-committee fee schedule disclosed) .
Performance Compensation
| Component | Metrics | Vesting/Trigger | Notes |
|---|---|---|---|
| Director equity grants | None disclosed (time-based RSUs only) | Continued service until 2025 annual meeting or June 15, 2025 | No PSUs or KPI/TSR metrics disclosed for directors |
Other Directorships & Interlocks
- No other public company directorships disclosed for Cornett in the last five years; company notes no directors held other SEC-registered company directorships during the past five years beyond disclosed items .
- No disclosed interlocks with SDST competitors/suppliers/customers; Governance Committee chair role includes oversight of board composition and governance processes .
Expertise & Qualifications
- Public-sector leadership: 14-year tenure as Mayor of Oklahoma City; prior City Council role .
- Business consulting: President of Mick Cornett Inc. since 1999 .
- Education: BA (Journalism), University of Oklahoma, 1981; MBA, NYU, 2011 .
- Board skills emphasis for SDST includes experience in business, finance, technology, and public service per Governance Committee criteria; Cornett nominated for public service and consulting expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Vested vs. Unvested | Pledging/Hedging |
|---|---|---|---|---|
| Michael Earl Cornett Sr. | Not listed with beneficial shares (“-” in table) | Not listed | 9,425 unvested RSUs as of Dec 31, 2024 | Company Insider Trading Policy prohibits hedging/monetization transactions for directors ; no pledges by Cornett disclosed |
- Director stock ownership guidelines: Not disclosed in proxy .
- Insider trades: Not disclosed in proxy; no Form 4 data provided in this filing.
Governance Assessment
-
Positives:
- Independent director with chair role on Governance Committee; committees fully independent under Nasdaq rules .
- Attendance ≥75% and engagement post-business combination .
- No related-party transactions involving Cornett disclosed; Audit Committee oversees related-party reviews .
-
Concerns/RED FLAGS:
- Low “skin-in-the-game”: No reported beneficial share ownership; alignment reliant on time-based RSUs vesting shortly (through mid-2025) .
- Combined Chair/CEO with no lead independent director; elevates importance of robust independent committee leadership and board processes .
- Company-level related-party financing and CEO share pledges (Endurance/DRE loans secured by CEO’s shares) raise governance and conflict oversight demands, though not tied to Cornett personally .
-
Implications for investors:
- Governance Committee leadership by Cornett is a stabilizing factor during SDST’s transition away from controlled company status and amidst Nasdaq compliance remediation .
- Absence of performance-based director compensation and limited disclosed ownership may temper perceived alignment; monitoring future director equity holdings and any adoption of ownership guidelines is prudent .