DEF 14A of Boston Omaha Corp, Jun 30, 2025

DEF 14A of Boston Omaha Corp

Filed Jun 30, 2025 · FY20240001437749-25-021553

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 June 30, 2025 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 (4)(5) | 43 | 2015 | 2026 | President, Chairman of the Board and Chief Executive Officer | | | | | Thomas Burt | 52 | 2024 | 2025 | Director | | X | X | | David S. Graff | 42 | 2025 | 2025 | Director | Chair | X | | | Brendan J. Keating (5) | 43 | 2016 | 2025 | Director | | | | | Frank H. Kenan II | 43 | 2017 | 2025 | Director | X | Chair | X | | Jeffrey C. Royal (5) | 49 | 2019 | 2025 | Director | | | | | Vishnu Srinivasan | 46 | 2017 | 2025 | Director | X | | Chair |

  4. Information Concerning Directors and Director Nominees

    (1) Member of Audit and Risk Committee (2) Member of Compensation Committee (3) Member of Nominating and Corporate Governance Committee (4) Mr. Peterson has been elected as the one (1) Class B director by the holder of our Class B common stock. (5) Messrs. Peterson, Keating and Royal are not deemed "independent" directors as defined by the Securities and Exchange Commission and the New York Stock Exchange and, as a result, do not serve on any Board committees.

  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 43, became Chairperson, President and Chief Executive Officer in May 2024 and was previously Co-Chairperson of our Board since February 2015, when he became a member of our Board, and was Co-President and Co-Chief Executive Officer from December 2017 through May 2024. 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 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 Corporation (“Sky Harbour”) 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 Old Market Capital Corporation, formerly known as 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 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 Bachelor of Science degree in Finance from Creighton University. The holder of our Class B common stock has determined that Mr. Peterson’s experience in business operations, investments and financial analysis qualifies him to be a member of the Board in light of the Company’s business and structure. Class A Directors: Thomas Burt, age 52, has served as a member of our Board since September 2024. Mr. Burt is currently a member of our Compensation Committee and our Nominating and Corporate Governance Committee. Mr. Burt is the President and CEO of ES&S, a company that manufactures and sells voting machine equipment and services. Mr. Burt 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 in light of the Company’s business and structure. David S. Graff, age 42, has served as a member of our Board since January 2025. Mr. Graff is currently Chair of our Audit and Risk Committee and a member of our Compensation Committee. Mr. Graff is a founder and the CEO of Agile Sports Technologies, Inc, which does business as "HUDL.” Hudl, which was founded 19 years ago, provides online video analysis and coaching tools software for professional, college, high school, club, and youth teams and athletes. Hudl software is used by more than 300,000 teams, serving more than 40 different sports and 180 countries, including the National Hockey League, National Football League, National Basketball Association, and English Premier League. Hudl has more than 3,500 employees in 18 countries. Mr. Graff also serves as a member of the board of directors of Nelnet, Inc., a position he has held since 2014. where he serves on both the Audit Committee and the Risk and Finance Committee. Mr. Graff is also a member of the board of directors of both Assurity, a mutual insurance company and Teammates, a non-profit organization which serves students in grades 3-12 to reach their full potential through mentoring both while in school and after graduation. Previously, Mr. Graff served as a member of the board of directors from 2021 through 2023 of Sportsmap Tech Acquisition Corp., a publicly traded special purpose acquisition company which completed a business combination with MultiSensor AI Holdings, Inc (f/k/a Infrared Cameras Holdings Inc.) in December 2023. Mr. Graff received a Bachelor of Science degree in accounting and computer science from the University of Nebraska-Lincoln and also received his Master in Business Administration degree from the University of Nebraska-Lincoln. Our Board has determined that Mr. Graff's experience at Nelnet and on the board of several private companies, and his business experience in growing his own company, including through acquisitions, qualified him to be a member of the Board as the Company seeks to continue to expand its businesses. Brendan J. Keating, age 43, has served as a member of our Board since February 2016. Mr. Keating is the Managing Member of Local Asset Management, LLC ("LAM"), a company involved in commercial real estate asset management. From January 2023 through May 2024, Mr. Keating served as a Managing Director of Boston Omaha Asset Management, LLC, a subsidiary of the Company. Following our decision to wind down operations at Boston Omaha Asset Management, LAM was retained in May 2024 to assist us in this wind down process. From August 2015 through March 2023, Mr. Keating served as the Manager and CEO of Logic Real Estate Companies, LLC ("Logic"), a company based in Las Vegas, Nevada, which provides commercial property brokerage and receivership services. Commencing in March 2024, Mr. Keating serves as the non-executive Chairman of Logic. Mr. Keating has also served as a Director of Old Market Capital Corporation 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 Bachelor of Science degree in Finance and Entrepreneurship from Creighton University. Our Board has determined that Mr. Keating’s experience in commercial real estate brokerage, investment and asset management services qualifies him to be a member of the Board in light of the Company’s business interests.

  6. Nominees and Incumbent Directors

    Frank H. Kenan II, age 43, has served as a member of our Board since June 2017. Mr. Kenan is also currently the Chair of our Compensation Committee and a member of each of the Audit and Risk Committee and the Nominating and Corporate Governance Committee. Since August 2014, Mr. Kenan has served as the Co-Founder and Principal of KD Capital Management, LLC, the investment manager of KD Capital, L.P., a value-oriented investment partnership. 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 privately held hospitality and real estate company, where he serves as Chair of the Risk Management and Finance Committee and a member of the Benefits and Compensation Committee. 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 Bachelor of Science degree from the College of Charleston and a Master in Business Administration degree from the University of North Carolina at Chapel Hill – Kenan-Flagler Business School. Our Board 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 interests. Jeffrey C. Royal, age 49, has served as a member of our Board since January 2019. In September 2024, Mr. Royal was elected as Chief Executive Officer of Old Market Capital Corporation. Mr. Royal has served as a director of Old Market Capital Corporation since October 2017 and as its Chairman since January 17, 2019. Since January 2006, Mr. Royal has also been the President of Dundee Bank located in Omaha, Nebraska and also serves as the Chairman and a director of Dundee Bank’s holding company. Mr. Royal served as a Director of Bridges Investment Fund, Inc., a mutual fund which trades on the NASDAQ Stock Market, from 2018 through 2022. 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 and Master degrees in Business Administration from Creighton University. Our Board has determined that Mr. Royal’s experience in managing banks and other businesses qualifies him to be a member of the Board in light of the Company’s business interests. Vishnu Srinivasan, age 46, has served as a member of our Board 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 a Master in Business Administration degree 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 in light of the Company’s business interests. 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 June 2024, the Board agreed to not provide cash compensation to outside directors through June 2025. Commencing in January 2023, we also awarded each outside director $30,000 of our Class A common stock vesting on June 30, 2023 and thereafter 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 of Stockholders, whichever is earlier. In September 2024, we awarded each outside director $30,000 of our Class A common stock vesting in four equal installments as of the commencement of each fiscal quarter (with shares for the quarter commencing July 1, 2024 paid retroactively). Mr. Peterson is not compensated as a member of the Board. 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 (which excludes Mr. Peterson who serves as our President and Chief Executive Officer, and Mr. Rozek who previously served as our Co-Chief Executive Officer until his resignation in May 2024, as each was then employed by the Company and not eligible for director compensation), for the Company’s last completed fiscal year and for Mr. Graff, who joined our Board in January 2025:

  8. Director Compensation

    | Name | Year | Fees earned or paid in cash ($) | All other compensation ($) (1) | Total ($) | | Bradford B. Briner (2) | 2024 | $15,000 | $29,840 | $44,840 | | Thomas Burt (3) | 2024 | $0 | $29,840 | $29,840 | | David S. Graff (4) | 2025 | $0 | $0 | $0 | | Brendan J. Keating (5) | 2024 | $0 | $29,840 | $29,840 | | Frank H. Kenan II | 2024 | $15,000 | $29,840 | $44,840 | | Jeffrey C. Royal | 2024 | $15,000 | $29,840 | $44,840 | | Vishnu Srinivasan | 2024 | $15,000 | $29,840 | $44,840 |

  9. Director Compensation

    | (1) Consists of 2,000 shares of Class A common stock awarded to each Director serving on the Board as of September 20, 2024, which amount vested in equal installments of 500 shares as of the date of grant and each of October 1, 2024, January 1, 2025 and April 1, 2025. This excludes 1,574 shares of Class A common stock issued to each of Messrs. Briner, Kenan, Royal and Srinivasan on July 5, 2023 and which were subject to forfeiture if the individual no longer served on the Board on June 30, 2024. Based on the closing price of the Company's Class A common stock as of December 31, 2024 of $14.18 per share as reported by the New York Stock Exchange, the value of these unvested shares of Class A common stock at December 31, 2024 for each of Messrs. Briner, Burt, Kenan, Royal and Srinivasan was $13,460 for each of these directors. | | (2) Mr. Briner ceased serving as a director on December 31, 2024 following his election as Treasurer of the State of North Carolina effective January 1, 2025. The Compensation Committee and the Board agreed to accelerate the vesting of the 1,000 shares which would otherwise have vested in 2025 in recognition of Mr. Briner's invaluable service as a member of the Board over the prior eight years. | | (3) Mr. Burt commenced services as a director in September 2024. | | (4) Mr. Graff commenced services as a director in January 2025. | | (5) Mr. Keating did not receive compensation as a director from January 1, 2023 through June 30, 2024 as he was previously employed by Boston Omaha Asset Management, LLC as a Managing Partner during that period of time. |

  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. Directors employed by us receive no director fees. As a result, Messrs. Peterson and Rozek received no compensation as directors of our Company in 2024 or prior years and Mr. Keating began receiving compensation as a director commencing July 1, 2024, after he was no longer employed by Boston Omaha Asset Management, LLC.

  11. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following pay versus performance table to illustrate the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and our financial performance. The table presented below discloses CAP for the following named executive officers ("NEOs"): (i) our principal executive officer (“PEO”), Mr. Peterson, (ii) our former Co-Chief Executive Officer and Co-President, Mr. Rozek (our "Former Co-PEO"), and (ii) and Joshua Weisenburger, our Chief Financial Officer, who is the only named executive officer currently other than Mr. Peterson ( the “Non-PEO NEO”). Total compensation for our PEO, our former Co-PEO and the Non-PEO NEO is not tied to any specific company performance measures. The amounts set forth below may vary significantly year over year due to factors such as stock price volatility.

  12. Pay Versus Performance

    | Year | Summary Compensation Table ("SCT") Total for PEO - Adam K. Peterson | SCT Total for Former Co- PEO - Alex B. Rozek | CAP to PEO - Adam K. Peterson | CAP to Former Co-PEO - Alex B. Rozek | Average SCT Table Total for Non-PEO NEO (1,4) | Average CAP to Non-PEO NEO (1,4) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (2) | Net Income (Loss) Attributable to Common Stockholders | Net Loss from Operations (3) | Total Revenues | | 2024 | $670,220 | $3,246,962 (5) | $670,220 | $3,246,962 (5) | $542,391 | $537,885 | $49.35 | ($1,292,450) | ($8,467,478) | $108,274,901 | | 2023 | $668,817 | $669,855 | $668,817 | $669,855 | $910,484 | $846,541 | $54.75 | ($7,004,009) | ($8,852,403) | $96,253,736 | | 2022 | $612,200 | $612,200 | $612,200 | $612,200 | $391,392 | $391,392 | $92.24 | $10,233,400 | ($5,229,895) | $81,234,194 |

  13. Pay Versus Performance

    | (1) Mr. Weisenburger is the Named Executive Officer included as the "Non-PEO NEO" in this Pay versus Performance discussion. | | (2) Calculations are based on the closing per share price for the Company's Class A common stock of $28.73 on December 31, 2021, $26.50 on December 31, 2022, $15.73 as reported on December 31, 2023 and $14.18 as of December 31, 2024. | | (3) Includes depreciation and amortization expenses of $22,179,699 in Fiscal Year 2024, $19,565,035 in Fiscal Year 2023, and $15,123,857 in Fiscal Year 2022. | | (4) Consists of compensation earned by Mr. Weisenburger, our Chief Financial Officer, in 2022, 2023 and 2024 consisting of (i) a base salary of $320,000 in 2024, $290,000 in 2023, and $275,000 in 2022, (ii) a cash bonus of $140,000 in 2024, $170,000 in 2023, and $105,000 in 2022, (iii) a restricted stock grant for 3,322 shares of Class A common stock which was issued in February 2025 for services provided in 2024, and which shares are fully vested as of the date of grant, (iv) 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, and (v) 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, which shares vest as follows: 5,029 shares vested on the date of the grant, 3,265 shares vested on January 2, 2024 and the remaining 3,265 shares vested on January 2, 2025. The value of these restricted stock awards is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718. The shares of our Class A common stock issued to Mr. Weisenburger in 2025 and 2024 were issued at his request in lieu of a portion of his cash bonus earned for each of 2024 and 2023, respectively. | | (5) See Note 2 to the Executive Compensation Table on page 15 of this Proxy Statement regarding separation payments made to Mr. Rozek in 2024. |

  14. Pay Versus Performance

    (a) Each of our PEO and our Former Co-PEO did not receive equity grants for which adjustments to the SCT are required to calculate CAP. The following adjustments were made to calculate the CAP from the compensation included in the SCT for the non-PEO Named Executive Officer.

  15. Pay Versus Performance

    | | Name | Year | Summary Compensation Table Total for PEO | Exclusion of Stock and Option Awards from Summary Compensation Table for PEO | Inclusion of Year-End Fair Value of Equity Awards Granted During Year that Remained Outstanding and Unvested as of Last Day of the Year for PEO | Inclusion of Vesting Date Fair Value of Awards Granted During Year that Vested During Year for PEO | Inclusion of Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for PEO | Exclusion Of Fair Value At Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | CAP Actually Paid to PEO ($) | | | Adam K. Peterson | 2024 | $670,220 | - | - | - | - | - | $670,220 | | PEO | | 2023 | $668,817 | - | - | - | - | - | $668,817 | | | | 2022 | $612,200 | - | - | - | - | - | $612,200 | | | Alex B. Rozek | 2024 (6) | $3,246,962 | - | - | - | - | - | $3,246,962 | | Former Co-PEO | | 2023 | $669,855 | - | - | - | - | - | $669,855 | | | | 2022 | $612,200 | - | - | - | - | - | $612,200 |

  16. Pay Versus Performance

    | (6) See note 2 to the Executive Compensation Table on page 15 of this Proxy Statement regarding separation payments made to Mr. Rozek in May 2024. |

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

    Outstanding Equity Awards at Fiscal Year-End for Named Executive Officer Mr. Peterson has not received any equity awards from the Company. Mr. Weisenburger has received equity awards in each of 2023 and 2024 of restricted stock which may be issued to him in his discretion (subject to approval by the Compensation Committee) from a portion of any year end cash bonus approved by the Compensation Committee.

  18. Outstanding Equity Awards At Fiscal Year-End (1)

    Outstanding Equity Awards At Fiscal Year-End (1)

  19. Outstanding Equity Awards At Fiscal Year-End (1)

    | Name and principal position | Grant date of restricted stock award | Number of shares of stock that have not vested (2) | Market value of shares of stock that have not vested (3) | | Joshua P. Weisenburger | 02/05/2024 | - | - | | Chief Financial Officer, Secretary and Treasurer | 01/03/2023 | 3,265 (4) | $46,298 |

  20. Outstanding Equity Awards At Fiscal Year-End (1)

    | (1) Restricted stock awards are granted at the beginning of each fiscal year based on the individual recipient’s performance during the prior fiscal year and other factors as determined relevant by the Compensation Committee. Restricted stock awards granted in 2023 were in recognition for services performed in 2021 and 2022. In accordance with the Company’s 2022 Long-Term Incentive Plan, an employee may elect to return to the Company a portion of the shares received under the award which have vested in exchange for the Company paying the employee’s portion of the withholding taxes due upon the award. Mr. Peterson has not received any equity awards and the Company to date has not granted stock options to purchase our common stock to our employees or members of our Board. |

  21. Outstanding Equity Awards At Fiscal Year-End (1)

    | (2) Excludes restricted stock awards granted to Mr. Weisenburger on February 12, 2025 for 3,322 shares of Class A common stock and on February 5, 2024 for 8,440 shares of Class A common stock which are fully vested at the time of grant as Mr. Weisenburger elected to receive a portion of his cash bonus in the form of these restricted stock awards. | | (3) Based on the closing price of our common stock on December 31, 2024 of $14.18. |

  22. Outstanding Equity Awards At Fiscal Year-End (1)

    | (4) Consists of the final installment of a restricted stock award which vested on January 2, 2025. |