Michael Thompson
About Michael Thompson
Michael Thompson (age 56) is an independent director of Vivakor, Inc. serving since June 3, 2024; he chairs the Audit Committee and is designated the Board’s “audit committee financial expert.” He is currently Global Head of Multi‑Vendor Solutions at HP and brings 25+ years of governance, compliance, and turnaround experience; education includes a B.S. in Business & Japanese (BYU) and an M.A. in Organizational Leadership (Gonzaga) . The Board has determined he is independent under Nasdaq rules; all directors, including Thompson, attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rhino Resources, LTD | Director; Chair, Audit Committee and Conflicts Committee | 2016–2021 | Led audit oversight and conflicts review at an energy-focused company . |
| Idaho Aquarium (nonprofit) | Director; Chair, Strategic Planning Committee | 2014–2016 | Strategy and oversight . |
| Asister (nonprofit) | Director | 2010–2012 | Governance for LATAM appliance design/distribution nonprofit . |
| Environmental Energy Services, Inc. | Director | 2005–2009 | Energy services governance . |
| Blaze Energy, Inc. | Director | 2005–2009 | Energy asset governance . |
| Micron Electronics Japan K.K.; Micron Electronics China | President & Representative Director | 1996–1999 | Regional leadership and operations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HP | Global Head of Multi‑Vendor Solutions | Current | Senior operating role in technology services . |
| National Association of Corporate Directors | Member | Current | Corporate governance professional affiliation . |
Board Governance
- Independence: Board-designated independent director under Nasdaq Listing Rule 5605; not an employee .
- Audit Committee financial expert: Thompson is designated as the “audit committee financial expert” per Item 407(d)(5) of Regulation S‑K .
- Attendance: Board (8 meetings in 2024) and committees met several times; all directors attended >75% of meetings in 2024 (and in 2023) .
- Years of service on Vivakor Board: Appointed June 3, 2024 (to be re‑elected annually) .
Committee assignments and roles:
| Committee | Role | Independence | Notes |
|---|---|---|---|
| Audit Committee | Chair | Independent | Thompson designated audit committee financial expert . |
| Compensation Committee | Member | Independent | Committee chaired by John Harris; no outside compensation consultant used . |
| Nominating & Corporate Governance Committee | Member | Independent | Committee chaired by Albert Johnson; oversees potential Board conflicts and governance principles . |
Fixed Compensation
Director compensation (FY 2024):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | 34,615 | Partial-year service; appointed June 3, 2024 . |
| Stock awards | 107,845 | Equity portion of director pay . |
| Total | 142,460 | Sum of cash and stock awards . |
No per-meeting fees, chair retainers, or option awards were disclosed for Thompson for 2024; director compensation is delivered in a mix of cash and restricted stock .
Performance Compensation
- Performance-based director metrics (e.g., revenue/EBITDA/TSR gates) were not disclosed for directors; director equity grants are service-based and not tied to disclosed performance targets .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Interlock/Conflict Relevance |
|---|---|---|---|
| Rhino Resources, LTD | Not specified as public | Director; Chair, Audit & Conflicts | Energy sector; no disclosed related‑party link to Vivakor . |
| Environmental Energy Services, Inc. | Not specified as public | Director | Energy services; no disclosed interlock . |
| Blaze Energy, Inc. | Not specified as public | Director | Energy assets; no disclosed interlock . |
| Idaho Aquarium; Asister | Nonprofits | Director, Committee Chair | Nonprofit roles (no commercial interlock) . |
Vivakor’s proxy does not disclose Thompson’s current public-company directorships; no interlocks with Vivakor’s disclosed customers/suppliers are identified for Thompson .
Expertise & Qualifications
- Financial literacy and audit leadership: Chair of Audit Committee; designated audit committee financial expert .
- Energy sector governance: Prior directorships in energy services and resources companies .
- Operating expertise: Senior leadership experience across technology and multi‑vendor services at HP .
- Education: B.S. (Business & Japanese), Brigham Young University; M.A. (Organizational Leadership), Gonzaga University .
Equity Ownership
Beneficial ownership (Common Stock) in Vivakor:
| Metric | As of Dec 2, 2024 | As of Aug 13, 2025 |
|---|---|---|
| Shares beneficially owned | 68,256 | 81,646 |
| % of shares outstanding | <1% (“*”) | <1% (“*”) |
| Notes | Includes shares owed for Board fees payable within 60 days . | Includes shares owed for Board fees payable within 60 days . |
Governance Assessment
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Strengths
- Independent audit chair and “financial expert,” with strong governance background; enhances oversight of financial reporting and controls .
- Documented attendance (>75%) and multi‑committee service (Audit chair; member of Compensation and Nominating & Corporate Governance) signal engagement and breadth of oversight .
- Director pay mix is equity‑heavy (stock awards exceeded cash fees in 2024), improving alignment with shareholder outcomes .
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Key risks and monitoring items
- Related-party exposure with CEO-controlled entities is significant: 2024 acquisition of Endeavor entities from parties beneficially owned by the CEO (purchase price largely in preferred stock with a 6% stock dividend and Company conversion rights), continuing take‑or‑pay and supply contracts with Ballengee‑controlled affiliates, and 2025 sale of subsidiaries (MEL/ET) to Jorgan (CEO‑controlled) for Series A Preferred; these raise ongoing conflicts/recusal and pricing/fairness questions for independent directors to oversee .
- Highly dilutive financing structures (convertible/junior secured notes that can be settled in equity at discounts) increase capital structure complexity and potential dilution; vigilant audit/conflicts oversight is required to protect minority shareholders during conversions and future capital actions .
- Board governance must ensure robust independent review of all future transactions with CEO‑affiliated entities (e.g., forbearance/leases, promissory notes, preferred stock dividends), consistent with the Nominating & Corporate Governance Committee’s stated oversight of possible Board conflicts .
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Bottom line: Thompson’s independence, audit leadership, and equity‑aligned pay are positives for investor confidence; however, Vivakor’s sizeable and recurring related‑party transactions with CEO‑controlled entities, plus dilutive financing mechanics, place heightened importance on his role to enforce strong conflict‑management protocols, transparent disclosure, and rigorous committee processes around fairness and approvals .
RED FLAGS: Related‑party transactions with CEO‑controlled entities (acquisitions, contracts, financings), and potential dilution from convertible financings—areas requiring robust independent oversight by Audit and Nominating & Governance Committees .