John R. Harris

About John R. Harris

John R. Harris is an independent director of Vivakor, Inc. (VIVK), serving since January 16, 2023. He is age 76 per the company’s nominees table and brings 35+ years in board, CEO, and senior leadership roles across technology services, telecommunications, healthcare, and BPO. He previously served as CEO of eTelecare Global Solutions (2006–2009) and Seven Worldwide (2003–2005), and spent 25 years at EDS, where he was a Corporate Vice President and President of multiple global strategic business units; he holds a BBA and MBA from the University of West Georgia and sits on its business school advisory board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Harris is independent under Nasdaq Rule 5605(a)(2); independents are a Board majority .
• Committee assignments: Compensation Committee (Chair), Audit Committee (member), Nominating & Corporate Governance Committee (member); Audit is chaired by Michael Thompson; Nominating is chaired by Albert Johnson .
• Attendance: In 2023, all directors, including Harris, attended more than 75% of Board and applicable committee meetings .
• Years of service on this board: Appointed January 16, 2023; nominated for re‑election at the December 27, 2024 annual meeting .
• 2024 Election outcome (Annual Meeting held Dec 27, 2024): Votes For 24,515,038; Withheld 83,728; proposal adopted and Harris elected (company reported election results adopted) .
• Lead Independent Director and executive sessions: Not disclosed in the proxy .

Fixed Compensation

Director pay for fiscal year 2023 (as disclosed):

Notes:

• Harris qualifies as independent and serves on Audit, Compensation (Chair), and Nominating committees; the proxy does not break out separate committee chair fees or meeting fees within the total .
• The company states it does not engage compensation consultants for determining officer or director pay .

Performance Compensation

• Structure: The director compensation table shows cash retainers and equity awards; no performance-based director pay components are disclosed (no non‑equity incentive plan compensation, no performance share units for directors) .
• Metrics: The proxy does not disclose any performance metrics tied to director compensation (e.g., TSR, revenue/EBITDA) .

Other Directorships & Interlocks

No compensation committee interlocks involving VIVK executives are disclosed; none of the Compensation Committee members (including Harris) is a current or former VIVK officer .

Expertise & Qualifications

• Board/leadership: Extensive public company board experience; prior roles as committee chair, lead director, and chairman .
• Industry: Technology services, telecommunications, healthcare, and BPO; international operating experience across Middle East, Europe, and Asia .
• Education: BBA and MBA, University of West Georgia; advisor to its Richards College of Business .
• Financial oversight: Member of VIVK Audit Committee; Audit Committee chaired by an “audit committee financial expert” (Michael Thompson) .

Equity Ownership

• Vested vs. unvested; pledging: The proxy provides beneficial ownership and near‑term issuances due but does not break out vested vs. unvested director equity or disclose any pledging by Harris .

Governance Assessment

• Positives

  • Independent director with broad multi‑industry and international operating experience; chairs Compensation and serves on Audit and Nominating, providing comprehensive oversight coverage .
  • Attendance above 75% in 2023; board maintains a majority of independent directors .
  • Shareholder support: Harris re‑elected at the 2024 Annual Meeting, with election proposals adopted; Say‑on‑Pay also approved .

• Watch items

  • Significant related‑party ecosystem centered on the CEO (e.g., 2024 acquisition of “Endeavor Entities” from entities beneficially owned by the CEO, storage and supply contracts with affiliates, insider lending), increasing the audit/compensation oversight burden on independent directors, including Harris as Compensation Chair and Audit member .
  • Company does not employ an independent compensation consultant; Compensation Committee relies on comparisons to “similar public companies” without named peers, which can reduce transparency into benchmarking rigor .

• Red flags (company-level conflicts; no direct Harris involvement disclosed)

  • Related‑party acquisition for ~$120 million from CEO‑beneficially owned entities; consideration includes preferred stock with a 6% cumulative dividend and potential to approach control limits; continuing related‑party commercial agreements (e.g., WC Crude storage and supply, Horizon Truck & Trailer maintenance plan) .
  • Insider financing arrangements (loans and notes involving the CEO/affiliates; accrued compensation note to CFO), heightening the importance of robust independent committee review and disclosure controls .

• Alignment

  • Harris received a mix of cash and equity for 2023 service ($58,846 cash; $104,539 equity), supporting ownership alignment; beneficial ownership <1% (151,877 shares) with additional shares due for fees, which is a typical scale for a micro/small‑cap context but not a large stake relative to total outstanding .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

• 2024 annual meeting results: Say‑on‑Pay approved (Votes For 24,371,967; Against 108,923; Abstain 117,876) .

RELATED PARTY TRANSACTIONS (context for board oversight)

• 2024 acquisition of Endeavor Entities from companies beneficially owned by the CEO; purchase price $120 million in stock and preferred stock with a 6% dividend; multiple ongoing affiliate agreements (WC Crude storage and supply) and a maintenance subscription plan with an affiliate beneficiary; insider loans/promissory notes extended/converted by CEO‑controlled entity; no Harris-specific related-party transactions disclosed .