Adam K. Peterson
BOSTON OMAHAAbout Adam K. Peterson
Adam K. Peterson is President, Chairman of the Board, and Chief Executive Officer of Boston Omaha Corporation (BOC). He became CEO/President/Chairman in May 2024 after serving as Co-Chairperson since February 2015 and Co-President/Co-CEO from December 2017 through May 2024; age 43; Bachelor of Science in Finance from Creighton University . He is elected as the sole Class B Director by the Class B holder, and is not “independent” under NYSE/SEC rules; he does not serve on board committees . Pay-versus-performance disclosures indicate TSR declines and revenue growth over 2022–2024; compensation for the PEO is not tied to specific company performance measures in recent years, although Peterson previously earned a large formula-based MIBP bonus for FY2021 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Revenues ($) | $81,234,194 | $96,253,736 | $108,274,901 |
| Net Income (Loss) ($) | $10,233,400 | ($7,004,009) | ($1,292,450) |
| TSR – Value of Initial $100 | $92.24 | $54.75 | $49.35 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boston Omaha Corporation | Co-Chairperson; Director | 2015–May 2024 | Co-led strategic direction; Class B-elected director, central to governance structure |
| Boston Omaha Corporation | Co-President and Co-CEO | Dec 2017–May 2024 | Executed multi-segment strategy; oversaw subsidiaries and investments |
| Boston Omaha Corporation | President, CEO, Chairman | May 2024–present | Consolidated leadership/board roles; Board believes combined roles foster accountability; no lead independent director |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Magnolia Group, LLC; Magnolia Capital Fund LP; Magnolia BOC I LP | Manager/GP; investment adviser | Since June 2014 | Controls all Class B and substantial Class A; Magnolia controls 32.66% of votes at 2025 AGM; Peterson receives compensation from Magnolia |
| Yellowstone Acquisition Company | Co-Chairperson, Co-CEO | Aug 2020–Jan 2022 | Led de-SPAC combining Yellowstone with Sky Harbour; resigned upon consummation |
| Sky Harbour Group Corporation | Company nominee director | 2024–2026 (commitment) | BOC agreed to nominate and vote Peterson as Company rep on SHG board through Dec 31, 2026, subject to conditions |
| Old Market Capital Corporation (f/k/a Nicholas Financial, Inc.) | Director | Since June 2017 | Public company directorship; governance/finance experience |
| Nelnet, Inc. | Director | Since March 2022 | Public company directorship; committee service experience referenced |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $639,000 | $639,000 |
| Cash bonus ($) | - | - |
| Other compensation ($) | $29,817 | $31,220 |
| Total ($) | $668,817 | $670,220 |
- Salary history under employment agreement: $275,000 (Dec 2019), $286,000 (Jan 1, 2020), $425,000 (Jan 21, 2021), $600,000 (Apr 1, 2022), $639,000 (Jan 1, 2023 – current as of June 30, 2025) .
- Peterson is eligible for the Management Incentive Bonus Plan (MIBP) per employment agreement; details in Performance Compensation .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| MIBP – Adjusted Stockholders’ Equity Per Share growth above 6% hurdle; bonus pool equals up to 20% of excess growth (with plan caps and high-water mark) | Formula-based (up to 20% of excess growth) | >106% of prior year Adjusted SEPS (6% hurdle) | FY2021 exceeded hurdle (no growth % disclosed) | $7,500,000 (FY2021 Peterson award) | Cash; awarded Jan 2022 based on FY2021 results |
- The Compensation Committee amended the MIBP in Feb 2018 to add caps through Dec 2032, annual caps thereafter, and a high-water mark so decreases must be recouped before applying the 6% test .
- Pay-versus-performance disclosures state PEO total compensation is not tied to specific performance measures in recent years; no equity grants to PEO requiring CAP adjustments .
Equity Ownership & Alignment
| Holding | Amount | % of class | Voting power impact | Notes |
|---|---|---|---|---|
| Class A shares (direct/indirect) | 6,176,284 | 20.01% of Class A | Contributes to 32.66% aggregate voting power (incl. Class B) | Includes 586,155 direct; 876 trust (votes but disclaims beneficial interest); 5,589,253 via Magnolia BOC I LP |
| Class B shares | 580,558 | 100% of Class B | Each Class B has 10 votes; Class B director elected by Class B holder | Held by Magnolia Capital Fund LP; Peterson controls Magnolia entities |
| Aggregate voting power | N/A | N/A | 32.66% (Magnolia + Class B) | Reflects dual-class voting structure |
| Aggregate economic interest | N/A | N/A | 21.48% | Based on Class A + Class B combined; Class B converts 1:1 to Class A |
- Equity awards: “Mr. Peterson has not received any equity awards from the Company” .
- Pledging/hedging: Insider Trading Policy prohibits short sales and derivative trading; hedging/monetization require Company approval; margin/pledging permitted with prior approval . Company reports no arrangements known (including pledges) that may result in a change of control .
- Director stock ownership guidelines apply to non-executive directors only; Peterson receives no director compensation .
Employment Terms
- Agreement date/term: Employment agreement dated Aug 1, 2015; one-year term with automatic successive one-year renewals unless either party declines .
- Salary provisions: Base salary increased over time to $639,000 (current as of June 30, 2025) .
- Bonus eligibility: Eligible under the MIBP (bonus pool equals up to 20% of excess Adjusted Stockholders’ Equity Per Share growth above 6% y/y; subject to caps/high-water mark) .
- Severance (without Cause or for Good Reason): Pro-rata MIBP for year of termination + “four months’ base salary” per full 12 months of service since Aug 1, 2015, capped at 12 months of then-current base salary .
- Good Reason definition: Substantial diminution of duties; substantial diminution of compensation/benefits; relocation >30 miles .
- Clawback: Board-adopted executive officer Clawback Policy .
- Insider trading/hedging: Amended and Restated Insider Trading Policy in place; hedging and margin/pledging only with prior approval .
Board Governance
- Class B Director: Peterson is elected as the sole Class B Director; holder of Class B can remove the Class B Director without cause with 80% Class B vote; certain triggers require conversion of Class B to Class A .
- Dual-role structure: CEO also serves as Chairman; Board has no formal policy requiring separation, believes combined roles currently best; no Lead Independent Director .
- Committee roles: Peterson is not independent and does not serve on committees; Audit and Risk chaired by David S. Graff; Compensation chaired by Frank H. Kenan II; Nominating & Corporate Governance chaired by Vishnu Srinivasan .
- Attendance: In FY2024, Board met five times and acted by unanimous written consent six times; all directors serving in 2024 attended ≥75% of Board and committee meetings .
- Independence: Peterson, Keating, Royal are not independent; Burt, Graff, Kenan, Srinivasan are independent under NYSE standards .
Related Party & Interlocks (governance controls)
- Magnolia control and registration rights: Magnolia entities control all Class B and significant Class A; registration rights history described; Peterson receives compensation from Magnolia .
- Related party policy: Formal Audit & Risk Committee-led review/approval with clear criteria; pre-approves certain routine compensation transactions .
Director Compensation (for Peterson)
- Board compensation: Peterson is not compensated as a member of the Board .
- Outside director guidelines: Non-executive directors required to hold $50,000 of Class A; cash retainer paused through June 2025; equity grants to outside directors disclosed (not applicable to Peterson) .
Compensation Structure Analysis
- Shift in pay mix: Peterson’s recent compensation is largely fixed salary with no equity awards; PEO compensation is not tied to specific performance measures in recent years per pay-versus-performance disclosures .
- Performance-linked cash awards: MIBP remains a potential variable cash incentive, formula-based on book value growth with caps/high-water mark; Peterson’s last disclosed significant MIBP payout was $7.5M for FY2021 .
- Hedging/pledging oversight: Policy allows margin/pledge and hedging only with prior approval, reducing alignment risks; clawback policy in place .
Risk Indicators & Red Flags
- Legal proceedings: None involving directors/officers/affiliates as of the proxy .
- Dual-role governance: Combined CEO/Chairman and no Lead Independent Director noted by Board; periodic review expected .
- Hedging/pledging: Permitted only with prior approval; company states no arrangements known including pledges that may result in a change in control .
- Section 16 compliance: Executive officers, directors, and ≥10% holders complied for FY2024 .
- Separation/related party transactions: Board/Audit Committee oversight of the 2024 Rozek Separation Agreement; details of severance and securities repurchase provided, indicating active committee risk oversight .
Equity Ownership & Alignment – Detailed
| Item | Detail |
|---|---|
| Beneficial ownership | 6,176,284 Class A shares and 580,558 Class B shares; Peterson controls Magnolia entities; aggregate voting power 32.66%; aggregate economic interest 21.48% |
| Vested vs unvested | No Company equity awards to Peterson; N/A |
| Options | None disclosed; Company has not granted stock options to employees or Board |
| Pledging | No arrangements known including pledges that may change control; pledging permitted only with prior approval under Insider Trading Policy |
| Ownership guidelines | Director stock ownership guidelines apply to non-executive directors; Peterson receives no director pay |
Employment Terms – Key Economics
- Auto-renew each year unless notice given; severance equals pro-rata MIBP for termination year plus up to 12 months of base salary (computed as 4 months per full year since Aug 1, 2015, capped) .
- Good Reason includes diminution of duties/compensation or relocation >30 miles .
- Change-of-control terms: Not specifically disclosed for Peterson in proxy; skip if not disclosed .
- Clawback and insider trading controls in place .
Investment Implications
- Alignment: Significant personal and controlled stakes (including 100% of Class B) align Peterson with long-term value creation, but concentrated voting power and combined CEO/Chairman with no Lead Independent Director heighten governance concentration risk .
- Incentive design: While PEO compensation is not tied to specific disclosed performance measures in recent years, the MIBP formula can deliver sizable cash payouts when book value growth clears the 6% hurdle (e.g., $7.5M in FY2021), which tightly links CEO incentives to equity growth but may introduce cyclicality with caps/high-water mark .
- Liquidity/overhang: Peterson has no Company equity award vesting overhang and no options; company reports no pledging arrangements that could trigger change of control, reducing forced-selling risk; hedging/pledging only with prior approval mitigates misalignment concerns .
- Governance checks: Active Audit/Comp/Nominating committees led by independent chairs, formal related-party policy, and clawback provide procedural guardrails; Board should periodically reassess leadership structure and add a Lead Independent Director to bolster oversight given dual-role concentration .