Michael Dunn
About Michael Dunn
Michael Dunn (age 47) has served as an independent director of Society Pass Incorporated since June 2024. He is Executive Director of the R1 Planning Council for Northern Illinois (since 2015) and holds degrees in Finance and Labor Management from Loyola University Chicago, bringing public-sector planning and governance experience to SOPA’s board . The Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R1 Planning Council (Northern Illinois) | Executive Director | 2015–present | Leads MPO/EDD/Landbank authorities; regional infrastructure planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State of Illinois High Speed Rail Commission | Commissioner (gubernatorial appointee) | Not disclosed | State-level rail policy |
| Illinois Tollway Stakeholder Advisory Council | Member | Not disclosed | Transportation stakeholder engagement |
| National Association of Regional Councils | Executive Director’s Council | Not disclosed | National regional planning forum |
| Winnebago County Rail Development Authority | Executive Director | Not disclosed | Local rail development |
| Greater Rockford Economic Development Corporation | Board Member | Not disclosed | Regional economic development |
| Discovery Center Children’s Museum | Vice Chairperson | Not disclosed | Community leadership |
Board Governance
- Independence: The Board determined Dunn meets Nasdaq independence standards .
- Committee assignments (current): Chair, Nominating & Corporate Governance; Member, Remuneration (Compensation) .
- Audit Committee: Dunn is not a member; Audit is chaired by Mark Carrington .
- Attendance: In 2024, the Board, Audit, Remuneration, and Nominating committees each held 4 meetings; no director attended fewer than 75% of applicable meetings. In 2023, the Board held 10 meetings and committees 4 each; again, no director fell below 75% .
- Shareholder support: At the Oct 21, 2025 annual meeting, Dunn received 33,498,640 votes “For” and 71,945 “Withheld” (96.57% For) .
Fixed Compensation
| Year (FY) | Component | Amount |
|---|---|---|
| 2024 | Fee earned/paid in cash | $46,750 |
| 2024 | Stock awards | — (none disclosed for Dunn) |
| 2024 | Options/Other | — (none disclosed for Dunn) |
Reference point: Prior directors in FY2023 received $50,000 cash and $100,000 stock awards each; Dunn was not on the Board in 2023 .
Performance Compensation
| Element | Details |
|---|---|
| Performance-based cash bonus | Not disclosed for directors |
| RSUs/PSUs linked to metrics (revenue, EBITDA, TSR, ESG) | Not disclosed for Dunn (no equity awards shown for FY2024) |
| Option awards (strike, expiry, vesting) | Not disclosed for Dunn (no options shown for FY2024) |
| Clawbacks/COC provisions for directors | Not disclosed in proxy for directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Dunn .
- Interlocks with SOPA competitors/suppliers/customers: None disclosed .
- Non-profit/academic/community boards: Discovery Center Children’s Museum (Vice Chairperson) .
Expertise & Qualifications
- Education: Loyola University Chicago (Finance; Labor Management) .
- Technical/industry expertise: Regional planning, transportation infrastructure, economic development .
- Board qualification emphasis: Corporate governance leadership (committee chair), public-sector stakeholder management .
Equity Ownership
| Date (Record) | Shares Beneficially Owned (Common) | Ownership % (Common) | Notes |
|---|---|---|---|
| Aug 6, 2024 | 2,467 | * (non-meaningful per table) | No preferred holdings disclosed |
| Aug 28, 2025 | 7,467 | Not shown | No preferred holdings disclosed |
Company’s hedging policy: “We do not currently have any practices or policies regarding hedging or offsetting any decrease in the market value of our equity securities.” This weakens alignment safeguards .
Insider Trades
| Date (Filed) | Form | Transaction | Shares | Price | Holdings After | Source |
|---|---|---|---|---|---|---|
| Feb 3, 2025 | Form 4 | Sale | 10,714 | $2.74 | 12,262 |
Compensation Structure Analysis
- Shift in mix: FY2023 directors (prior board) received material equity ($100k) alongside $50k cash; Dunn’s FY2024 compensation is cash-only ($46,750) with no equity, indicating decreased director equity alignment in the latest year .
- At-risk pay: No performance-based director components disclosed; oversight roles rather than pay-for-performance design for directors .
- Consultant independence: Remuneration Committee (member Dunn) has authority over executive pay and plans; charter indicates independent membership .
Related Party Transactions (Conflict Review)
- Company-level RPTs involve founder/former CEO Dennis Nguyen (consulting fees; super-voting preferred; historical issuances). No related party transactions were disclosed involving Michael Dunn .
- Audit Committee (not including Dunn) is responsible for reviewing and approving RPTs, which mitigates direct conflict exposure for Dunn .
Governance Assessment
- Strengths:
- Independent director; Chair of Nominating & Corporate Governance and member of Remuneration, positioning Dunn to influence board composition and executive pay frameworks .
- Attendance and engagement appear adequate given no director below 75% attendance and regular committee activity .
- Strong shareholder support in 2025 vote (96.57% For), signaling investor confidence in his nomination .
- Watch items / RED FLAGS:
- Company lacks anti-hedging policy, weakening alignment safeguards for all insiders and directors .
- Super-voting preferred stock concentrates control with the founder/former CEO (e.g., 3,300 Series X, 94.29% of series), structurally limiting minority shareholder influence; while not specific to Dunn, it impacts overall governance efficacy .
- Director equity alignment: Dunn had no disclosed equity grants in FY2024, and holds a small common stake relative to outstanding, reducing “skin-in-the-game” alignment compared to prior equity-heavy director pay structures .
- Overall: Dunn’s independence and chair role in Nominating & Governance are positives for board process quality. However, firm-level capital structure and lack of hedging prohibitions present governance risk context. Continued monitoring of insider trading activity, committee decisions (e.g., use of independent compensation consultants), and any adoption of ownership/hedging policies is advised .