Michael Freed
About Michael Freed
Michael Freed is an independent director of Society Pass Incorporated (SOPA), serving since June 2024. He is 54 years old as of the 2025 proxy and brings 34+ years of entrepreneurial management, branding, and product development experience spanning retail (music), action sports, and real estate investing; the Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bionic Records (Orange County, CA) | Chief Executive Officer | 1988–2008 | Led retail operations and promoted/marketed bands to California mass market |
| Riviera Skateboards; Divine Wheels; Paris Trucks | Founder/Brand creator | 1996–2016 | Launched two retail locations; expanded into production; product R&D and brand/team management |
| Resource Distribution (global skateboard master distributor) | Director | 2008–2016 | Board oversight; brand/team management |
| Real estate investments (MO, CA) | Investor | 2016–present | Property acquisitions, financing, renovation management |
External Roles
- No other public company directorships are disclosed in SOPA’s director biographies/proxies; prior board experience noted at Resource Distribution (private) .
Board Governance
- Independence: The Board has affirmatively determined Michael Freed meets Nasdaq independence requirements .
- Committee assignments and roles:
| Committee | Role |
|---|---|
| Remuneration (Compensation) Committee | Chair |
| Nominating & Corporate Governance Committee | Member |
| Audit Committee | Not a member |
- Board/Committee activity and attendance:
| Year | Board Meetings | Audit Meetings | Remuneration Meetings | Nominating & Governance Meetings | Attendance <75%? |
|---|---|---|---|---|---|
| 2023 | 10 | 4 | 4 | 4 | None |
| 2024 | 4 | 4 | 4 | 4 | None |
- Other governance notes: Committee charters exist and authorize engaging external advisors; charters are posted under Investor Relations .
Fixed Compensation
| Year | Fee Earned / Cash ($) | Stock Awards ($) | Options ($) | Others ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 46,750 | — | — | — | 46,750 |
- The 2024 proxy shows current directors (including Freed) received cash fees; no equity or option grants were disclosed for directors in 2024 .
Performance Compensation
- No performance-based director compensation (no RSUs/PSUs/options) is disclosed for 2024; SOPA did not report performance metrics tied to director pay .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Period |
|---|---|---|---|
| Resource Distribution | Private | Director | 2008–2016 |
- No interlocks with SOPA competitors/suppliers/customers are disclosed for Freed; the Company states new directors were not participants in related-party transactions reportable under Item 404(a) .
Expertise & Qualifications
- Entrepreneurial management and branding across retail and action sports; product development and team/brand management .
- Board experience (private company) and governance roles at SOPA (Compensation Chair; Nominating Member) .
- Real estate investment/acquisitions, financing, and renovation management .
Equity Ownership
| Metric | As of Aug 6, 2024 | As of Aug 28, 2025 |
|---|---|---|
| Common shares beneficially owned | 6,560 | 11,560 |
| % of common outstanding | * (nonmeaningful per proxy) | * (nonmeaningful per proxy) |
| Series X Super Voting Preferred shares | — | — |
| % of voting stock | * (nonmeaningful per proxy) | * (nonmeaningful per proxy) |
- Shares outstanding context: 2,970,696 common shares at Aug 6, 2024; 6,105,525 at Aug 28, 2025 .
- Note: SOPA discloses super-voting preferred concentration by founder Dennis Nguyen (2024: 86.9% of Series X; 87.8% of total voting; 2025: 94.29% of Series X; 81.79% of total voting) .
Governance Assessment
- Strengths: Independent status; Chair of Remuneration Committee and Member of Nominating & Governance; no attendance shortfalls reported; no related-party transactions involving Freed; committees empowered via charters .
- Alignment signals: Director pay in 2024 is cash-only (no equity grants), which may reduce direct stock alignment for directors compared to equity-heavy structures commonly favored by investors .
- Control/Board effectiveness considerations: Heavy concentration of voting power in super-voting preferred held by founder materially impacts shareholder influence and could limit the practical independence of the board despite formal independence determinations .
- Policy gaps: SOPA states it does not currently have practices or policies restricting hedging/offsetting decreases in market value of equity securities—investors often view hedging/pledging allowances as misaligned with shareholder interests (RED FLAG) .
- Board diversity: 2024 Board diversity matrix shows 0 female and 6 male directors; some investors may flag the absence of gender diversity at the board level .
RED FLAGS
- Absence of anti-hedging policy for directors and officers .
- Super-voting preferred stock concentration (founder control) affecting overall voting power and investor rights .
- No equity-based director compensation in 2024 (potentially weaker ownership alignment) .
Additional Notes
- Committee structure updates in June 2024 appointed Freed as Compensation Chair and Nominating Member; Board confirmed the independence of new directors and absence of Item 404(a) related-party transactions at appointment .
- Auditor ratification and audit committee composition/financial expertise are clearly disclosed (Freed is not on Audit; Mark Carrington is Audit Chair and financial expert) .