DEF 14A of Boston Omaha Corp, Aug 2, 2024

DEF 14A of Boston Omaha Corp

Filed Aug 2, 2024 · FY20230001437749-24-024361

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Information Concerning Directors and Director Nominees

    Information Concerning Directors and Director Nominees The following table sets forth the directors and director nominees of the Company, including Mr. Peterson who has been elected as our one (1) Class B director by the holders of our Class B common stock, and each of the six (6) additional nominees for director, along with their ages as of July 15, 2024 and the year in which their current term of directorship will expire absent their re-election at the Annual Meeting:

  3. Information Concerning Directors and Director Nominees

    | Name | Age | Director Since | Current Term Expires | Position(s)(1) | (2) | (3) | | Adam K. Peterson* | 42 | 2015 | 2024 | President, Chairman of the Board and Chief Executive Officer | | | | Bradford B. Briner | 47 | 2016 | 2024 | DirectorX | X | | | Tom Burt | 51 | ** | ** | Director Nominee | X** | X** | | Brendan J. Keating | 42 | 2016 | 2024 | Director | | | | Frank H. Kenan II | 42 | 2017 | 2024 | Director | X | X | | Jeffrey C. Royal | 48 | 2019 | 2024 | DirectorX | X | X | | Vishnu Srinivasan | 46 | 2017 | 2024 | DirectorX | | X |

  4. Information Concerning Directors and Director Nominees

    * Mr. Peterson has been elected as the one (1) Class B director by the holders of our Class B common stock. ** Mr. Burt has not previously served as a director and is being nominated for election at the 2024 Annual Meeting. If elected, it is anticipated that Mr. Burt will serve as a member of the Compensation Committee and Nominating and Corporate Governance Committee. (1) Member of Audit and Risk Committee (2) Member of Compensation Committee (3) Member of Nominating and Corporate Governance Committee

  5. Nominees and Incumbent Directors

    Nominees and Incumbent Directors Set forth below is the individual selected by the holders of our Class B common stock as the one (1) Class B director as well as the remaining six (6) individuals nominated as directors, their offices in the Company, if any, their principal occupations or employment for the past five years, the length of their tenure as directors and the names of other public companies in which they currently hold directorships or have held directorships during the past five years. We have also presented information below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director. Class B Director: Adam K. Peterson, age 42, has been Co-Chairperson of our Board of Directors since February 2015, when he became a member of our Board of Directors, has been Co-President since December 2017 and in May 2024 became the sole Chairman, President and Chief Executive Officer. Since June 2014, Mr. Peterson has served as the Manager of The Magnolia Group, LLC, an SEC registered investment advisor and the general partner of Magnolia Capital Fund, LP and Magnolia BOC I, LP. From August 2020 through January 2022, Mr. Peterson served as Co-Chairperson of the Board of Directors and Co-Chief Executive Officer of Yellowstone Acquisition Company (“Yellowstone”), a special purpose acquisition company in which one of our subsidiaries served as sponsor. Yellowstone entered into a business combination agreement with Sky Harbour Group, which was renamed Sky Harbour Group Corp. (“Sky”) following the consummation of the business combination in January 2022 at which point Mr. Peterson resigned as a director of Yellowstone. Since June 2017, Mr. Peterson has served as a Director of Nicholas Financial, Inc., a publicly traded company on the NASDAQ Global Select Market. In March 2022, Mr. Peterson became a Director of Nelnet, Inc., a publicly traded company on the New York Stock Exchange. From May 2016 through March 2021, Mr. Peterson served as a Director of Brampton Brick Ltd., a publicly traded Canadian company traded on the Toronto Stock Exchange. From November 2005 through August 2014, Mr. Peterson served as the Chief Investment Officer of Magnolia Capital Partners, LP and related entities. From May 2004 through June 2006, Mr. Peterson was a financial analyst for Kiewit Corporation. Mr. Peterson graduated with a B.S. in Finance from Creighton University. The holders of our Class B common stock have determined that Mr. Peterson’s experience in business operations, investments and financial analysis qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Class A Directors: Bradford B. Briner, age 47, has served as a member of our Board of Directors since April 2016. Mr. Briner is also currently Chair of our Audit and Risk Committee and a member of the Compensation Committee. Mr. Briner joined Willett Advisors in 2012 as Co-Chief Investment Officer but retried from that position in December 2023 to run for the post of State Treasurer of the State of North Carolina. Willett Advisors is the investment management arm of the Bloomberg Family and Bloomberg Philanthropies. Previously, Mr. Briner was the Managing Director of Private Investments for Morgan Creek Capital, a $10 billion fund of funds that he co-founded in 2004. Mr. Briner graduated from the University of North Carolina at Chapel Hill as a Morehead Scholar with a degree in Economics with distinction. Mr. Briner also received an MBA with distinction from Harvard Business School. Our Board of Directors has determined that Mr. Briner’s experience in investments, real estate and management services qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Tom Burt, age 51, will commence service as a member of our Board immediately following his election at the 2024 Annual Meeting. Mr. Burt is the President and CEO of ES&S. He joined ES&S in 2008, leading sales, customer service, operations and product departments. Before joining ES&S, Mr. Burt developed his general management and sales leadership at McMaster-Carr Supply Company and Andersen Consulting, where he served in a variety of executive management roles. More recently, Mr. Burt worked as an Associate Partner of Gallup Organization, where he was responsible for managing relationships with multiple Fortune 500 clients. Mr. Burt graduated from Nebraska Wesleyan University with a Bachelor of Science degree in Business Administration. Our Board has determined that Mr. Burt’s experience in management services qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Brendan J. Keating, age 42, has served as a member of our Board of Directors since February 2016. From January 2023 through May 2024, Mr. Keating served as a Managing Director of Boston Omaha Asset Management, LLC. From August 2015 through March 2023, Mr. Keating served as the Manager and CEO of Logic Real Estate Companies, LLC, a company based in Las Vegas, Nevada, which provides commercial property brokerage and property management services (“Logic”). As of March 2023, Mr. Keating now serves as the non-executive Chairman of Logic. Mr. Keating has also served as a Director of Nicholas Financial, Inc. since October 2021. A trust controlled by members of Mr. Keating’s family owns a majority of the membership interest in Logic. From 2005 to 2015, Mr. Keating was employed at The Equity Group, a company providing services to the commercial real estate market in brokerage, investment, management, development, consulting, tax appeal and facility maintenance services. Mr. Keating served as a principal of The Equity Group from 2007 to 2015. Mr. Keating has a B.S. in Finance and Entrepreneurship from Creighton University. Our Board of Directors has determined that Mr. Keating’s experience in commercial real estate brokerage, investment and management services qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Frank H. Kenan II, age 42, has served as a member of our Board of Directors since June 2017. Mr. Kenan is also currently the Chair of our Compensation Committee and a member of the Nominating and Corporate Governance Committee. Since August 2014, Mr. Kenan has served as the Co-Founder and Principal of KD Capital Management, LLC. From September 2011 to December 2014, Mr. Kenan served as an Investment Analyst at Boulderado Group, LLC. From January 2006 to January 2008, Mr. Kenan served as a Development Associate at Edens & Avant. From May 2005 to January 2006, Mr. Kenan served as an Analyst at Vivum Group. Mr. Kenan currently serves as a member of the Board of Directors of Flagler Systems, Inc. a hospitality and real estate company. Mr. Kenan also serves on the board of advisors of the University of North Carolina’s Kenan-Flagler Business School and the Family Enterprise Center at Kenan-Flagler Business School. Mr. Kenan holds a B.S. from the College of Charleston and an M.B.A. from the University of North Carolina at Chapel Hill – Kenan-Flagler Business School. Our Board of Directors has determined that Mr. Kenan’s experience in investments and financial analysis qualifies him to be a member of the Board of Directors in light of the Company’s business and structure.

  6. Nominees and Incumbent Directors

    Jeffrey C. Royal, age 48, has served as a member of our Board of Directors since January 2019. Mr. Royal is also currently a member of our Audit and Risk Committee, Compensation Committee and Nominating and Corporate Governance Committee. Since January 2006, Mr. Royal has been the President of Dundee Bank located in Omaha, Nebraska and also serves as the non-executive Chairman and a director of Dundee Bank’s holding company. Mr. Royal has also served as a Director of Nicholas Financial, Inc. since October 2017. Since June 2018, Mr. Royal has served as a Director of Bridges Investment Fund, Inc., a mutual fund which trades on the NASDAQ Stock Market. Mr. Royal has served on the Board of Directors of each of Eagle Bank and Tri-Valley Bank since 2009 and 2013, respectively. These banks merged in January 2021 and Mr. Royal serves as the non-executive Chairman of the combined entities, now operating as Riverstone Bank. Mr. Royal has also served as a Director of Brunswick State Bank since 2007. Mr. Royal received both his Bachelor’s and Master’s degree in Business Administration from Creighton University. Our Board of Directors has determined that Mr. Royal’s experience in banking qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. Vishnu Srinivasan, age 46, has served as a member of our Board of Directors since June 2017. Mr. Srinivasan is also currently the Chair of our Nominating and Corporate Governance Committee and a member of our Audit and Risk Committee. Mr. Srinivasan joined The Ohio State University as its Chief Investment Officer in May 2020. Previously, he was employed by Ganesh Investments, L.L.C., which is focused on public and private equity investments, as a Vice President and then a Managing Director from 2012 through May 2020. Ganesh Investments provides investment advisory services to members of the Pritzker family and their charitable foundations. From November 2009 to October 2012, Mr. Srinivasan was an Analyst at Alyeska Investment Group, a long/short hedge fund. From August 2002 until October 2009, Mr. Srinivasan was a Principal and held various other roles at Berkshire Partners, a private equity fund. Mr. Srinivasan graduated summa cum laude from the Wharton School at the University of Pennsylvania with a degree in Economics. Mr. Srinivasan also received an MBA from Harvard Business School. Our Board has determined that Mr. Srinivasan’s experience in public and private equity, investment and management services qualifies him to be a member of the Board of Directors in light of the Company’s business and structure. There are no family relationships among the current members of our Board or executive officers.

  7. Director Compensation

    Director Compensation In July 2018, our Board adopted a policy whereby directors who are not directly employed by us or by any of our wholly-owned subsidiaries each receive cash compensation at the rate of $10,000 per year for all services, including both Board and committee membership. Commencing July 1, 2022, we increased this pay to outside directors to $30,000 per year in cash for their services as directors. In January 2023, we also awarded each outside director $30,000 of our Class A common stock vesting on June 30, 2023 and in July 2023 we awarded each outside director $30,000 of our Class A common stock vesting on June 30, 2024 or the day immediately preceding the date of the 2024 Annual Meeting, whichever is earlier. Cash compensation is payable quarterly in advance on the first day of each calendar quarter. Directors that are directly employed by us (Mr. Peterson) or by any of our wholly-owned subsidiaries (Mr. Keating) do not receive compensation payable to our outside directors. The Board also provided that these guidelines may be modified by the Compensation Committee of the Board. The following table sets forth information with respect to the compensation of our directors, excluding Messrs. Peterson and Keating, for the Company’s last completed fiscal year:

  8. Director Compensation

    | Name | Year | Fees earned or paid in cash ($) | All other compensation ($)(1) | Total ($) | | Bradford B. Briner | 2023 | $30,000 | $54,759 | $84,759 | | Frank H. Kenan II | 2023 | $30,000 | $54,759 | $84,759 | | Vishnu Srinivasan | 2023 | $30,000 | $54,759 | $84,759 | | Jeffrey C. Royal | 2023 | $30,000 | $54,759 | $84,759 |

  9. Director Compensation

    | (1) Consists of 1,176 shares of Class A common stock issued to each of Messrs. Briner, Kenan, Royal and Srinivasan on January 3, 2023 and which vested on June 30, 2023 and the amount of unvested shares at December 31, 2023 relating to the grant of 1,574 shares of Class A common stock issued on July 5, 2023 and which vested on June 30, 2024. Based on the closing price of the Company’s Class A common stock as of December 31, 2023 of $15.73 per share as reported by the New York Stock Exchange, the value of these unvested shares of Class A common stock in connection with the July 5, 2023 grant at December 31, 2023 was $24,759 for each of these directors. |

  10. Director Compensation

    Additionally, in July 2018, the Board adopted a policy whereby each of our non-executive directors is required to hold $50,000 of our Class A common stock (either directly or indirectly), which amount is converted to a fixed share amount using the average closing price of our Class A common stock during the immediately preceding three months for the period ending June 30, 2018 for any non-executive director in July 2018 and three months from the last day of the calendar month preceding the date of appointment of any director appointed thereafter. The non-executive directors are required to achieve fully their respective ownership level within three (3) years, and fifty percent (50%) of the requirement within eighteen (18) months from adoption or election, as applicable. The Board also provided that these guidelines may be modified by the Compensation Committee of the Board. All of our non-executive directors are currently in compliance with all of these ownership guidelines. We also reimburse all of our directors for reasonable travel and other expenses incurred in attending Board and committee meetings. Mr. Peterson receives compensation as an officer of our Company, and Mr. Keating receives compensation as a consultant to Boston Omaha Asset Management, LLC. Messrs. Peterson and Keating receive no compensation as directors of our Company.

  11. Pay Versus Performance

    Pay Versus Performance

  12. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO - Adam K. Peterson | Summary Compensation Table Total for previous PEO - Alex B. Rozek | Compensation Actually Paid to PEO - Adam K. Peterson | Compensation Actually Paid to previous PEO - Alex B. Rozek | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return | Net Income Attributable to Common Stockholders | Net Loss from Operations(2) | Total Revenues | | 2023 | $650,649 | $641,000 | $650,649 | $641,000 | $597,067 | $597,067 | $56.89 | ($7,004,009) | ($8,852,403) | $96,253,736 | | 2022 | $612,200 | $612,200 | $612,200 | $612,200 | $686,392 | $686,392 | $95.84 | $10,233,400 | ($5,229,895) | $81,234,194 | | 2021(3) | $7,935,393 | $7,935,393 | $7,935,393 | $7,935,393 | $925,913 | $925,913 | $103.91 | $52,748,177 | $23,766,869 | $56,971,811 |

  13. Pay Versus Performance

    | (1) Consists of compensation earned by Mr. Weisenburger, our Chief Financial Officer, in 2021, 2022 and 2023 consisting of (i) a base salary of $290,000 in 2023, $275,000 in 2022 and $265,000 in 2021, (ii) a cash bonus of $170,000 in 2023, $105,000 in 2022 and $650,000 in 2021, (iii) a restricted stock grant for 8,440 shares of Class A common stock which was issued in February 2024 for services provided in 2023, and which shares are fully vested as of the date of grant, (iv) a restricted stock grant for 11,559 shares of Class A common stock which was issued in January 2023 for services rendered in 2022 and 2021, and which vests as follows: 5,029 shares vested on the date of the grant and 3,265 shares of Class A common stock on each of January 2, 2024 and January 2, 2025, and (v) other compensation of $12,067 in 2023, $11,392 in 2022 and $10,913 in 2021. The value of these restricted stock awards is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. | | (2) Includes depreciation and amortization expenses of $19,565,035 in Fiscal Year 2023, $15,123,857 in Fiscal Year 2022 and $10,128,634 in Fiscal Year 2021. | | (3) Summary compensation for 2021 includes a bonus under the Management Incentive Bonus Plan earned in 2021 and paid in January 2022 for each of Mr. Peterson and Mr. Rozek and a bonus to Mr. Weisenburger earned in 2021 and paid in 2022 of $650,000. |

  14. Outstanding Equity Awards at Fiscal Year-End for Named Executive Officer

    Outstanding Equity Awards at Fiscal Year-End for Named Executive Officer On February 5, 2024, pursuant to the terms of our 2022 Long Term Incentive Plan, we issued 8,440 shares of our Class A common stock to our Chief Financial Officer, Joshua P. Weisenburger, and we also issued 10,128 shares of our Class A common stock to our Chief Accounting Officer, Joseph M. Meisinger. All 8,440 shares of Class A common stock issued to Mr. Weisenburger vested immediately. 3,376 shares of Class A common stock issued to Mr. Meisinger vested immediately and the remaining 6,752 shares vest in two equal installments in February 2025 and February 2026. Vesting of Mr. Meisinger’s unvested shares are subject to continuing employment with the Company. In January 2023, Mr. Weisenburger received a restricted stock grant for 11,559 shares of Class A common stock which was issued on January 3, 2023 for services rendered in 2022 and 2021, and which vests as follows: 5,029 shares of Class A common stock vested on the date of the grant, 3,265 shares of Class A common stock vested on January 2, 2024 and the remaining 3,265 shares of Class A common stock vest on January 2, 2025. Mr. Meisinger also received a restricted stock grant in January 2023 for 3,056 shares of Class A common stock, of which 1,645 shares of Class A common stock vested on the date of grant, 705 shares of Class A common stock vest on January 2, 2024, and the remaining 706 shares of Class A common stock vest on January 2, 2025. Our restricted stock agreements allow the recipient to pay for any withholding tax obligation by returning shares to the Company equal in value to the withholding tax payable for the receipt of such shares. We had no other outstanding equity awards at December 31, 2023 issued to our executive officers. At December 31, 2023, the value of unvested shares of Class A common stock issued to Mr. Weisenburger and Mr. Meisinger in 2023 was $102,717 and $22,195, respectively, based on the per share closing price of $15.73 for our Class A common stock as reported on the New York Stock Exchange on December 31, 2023.