George Brokaw

About George R. Brokaw

George R. Brokaw (age 57) has served on ALCO’s board since November 2013 and as independent Chairman since February 2022; he is a private investor at Wilson Capital Management (since October 2013). He holds a B.A. from Yale University and a J.D./M.B.A. from the University of Virginia . The board disclosed that Brokaw’s term as Chairman will end immediately after the 2025 Annual Meeting; he will remain a director and Adam H. Putnam will succeed him as Chairman .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq rules; board also made subjective determination of no relationships interfering with independent judgment .
• Board leadership: Independent Chairman structure; separation from CEO; chair succession to Putnam after Annual Meeting .
• Committees: Current committee roster shows Brokaw is not serving on Audit, Compensation, Nominating & Governance, or Sustainability & Corporate Responsibility committees .
• Attendance: Board met five times in FY2024; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting .
• Independent director sessions: Policy requires at least twice per year; requirement met in FY2024 .

Fixed Compensation

• Equity in lieu of cash: Directors may elect shares in lieu of cash retainers; in FY2024, 18,188 common shares were granted in lieu of cash fees to each director (fully vested at grant) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Governance and oversight: Board experience, corporate governance, strategic planning, finance/capital allocation, audit/financial literacy, risk management .
• Industry exposure: Agriculture, real estate, minerals/mining; international business background .
• Technical/legal: JD/MBA credentials; audit committee leadership experience at a public company (EchoStar) .

Equity Ownership

• Anti-hedging policy prohibits hedging transactions by directors (e.g., collars, swaps); promotes alignment with shareholders .

Governance Assessment

• Positive signals:

  • Material “skin-in-the-game” (3.5% ownership), exceeding director ownership guideline—strong alignment with investors .
  • Independent chair structure through the Annual Meeting; planned succession to another independent chair maintains separation of oversight and management .
  • Anti-hedging policy, regular independent director sessions, and full attendance compliance bolster governance robustness .
  • No related-party transactions disclosed involving Brokaw; Section 16(a) compliance noted across insiders (with one late Form 3 for another executive) –.

• Watch items / potential red flags:

  • Committee non-participation: Brokaw is currently not assigned to Audit/Comp/NGC/Sustainability committees; while common for a chair to sit ex-officio, the roster shows no formal committee roles—investors may prefer audit/comp exposure for board leaders .
  • Director compensation structure relies on fixed retainers; while directors may elect shares, the proxy’s fee/stock presentation is unusual (cash table with footnote granting 18,188 shares in lieu of cash to each director); clarity on mix and tax treatment may be warranted .

• Compensation program governance context:

  • Say-on-pay in 2024: approximately 60% support including broker non-votes under bylaw standard; ~90% support excluding broker non-votes—committee reviewed feedback; clawback policy in place; option repricing prohibited .

Related Party Transactions (Conflict Review)

• No related party transactions disclosed for Brokaw; the only noted related-party transaction involved CEO John Kiernan’s land lease/option and sale, approved by an independent subcommittee at market-appraised terms .

Director Compensation Details (FY2024)

• Program terms: $75,000 annual director fee; $50,000 additional for Chairman (waived by Brokaw); $10,000 for Audit Chair; $5,000 for other committee chairs; quarterly payment; directors may elect stock in lieu of cash retainers; FY2024 grants of 18,188 shares to each director in lieu of cash (fully vested) .

Board Committees (Current Roster)

Note: Brokaw is not listed on any committee in the current roster .

Compliance, Policies, and Risk Controls

• Insider trading compliance policy and anti-hedging restrictions applicable to directors; repurchase procedures aligned with laws and listing standards .
• Independent director meetings held; board diversity and skills matrix published .
• Section 16(a) compliance: all timely in FY2024 except one late Form 3 for a non-director executive; the company asserts overall compliance .

Executive/Director Protections

• Indemnification agreements with directors, maintaining D&O insurance coverage levels during service and for six years post-service .

Summary Investment Implications

• Brokaw’s significant ownership and long tenure support alignment and institutional memory; independence and chair succession are governance positives .
• Lack of committee assignments may limit direct oversight influence in specialized areas (audit/comp/ESG), but overall board composition provides coverage; investors should monitor committee participation post-chair transition –.
• No disclosed conflicts involving Brokaw and strong policy framework (anti-hedging, clawback, no repricing) underpin investor confidence .