David S. Graff
BOSTON OMAHAAbout David S. Graff
David S. Graff (age 42) joined Boston Omaha Corporation’s Board in January 2025 and serves as an independent director. He is Chair of the Audit and Risk Committee and a member of the Compensation Committee; the Board has determined he is independent and qualifies as an “audit committee financial expert.” He earned a B.S. in accounting and computer science and an MBA from the University of Nebraska–Lincoln. His current term runs to the 2025 Annual Meeting, with nomination for a one-year term thereafter.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agile Sports Technologies, Inc. (“Hudl”) | Founder & CEO | Founded ~2006; 19 years at time of proxy | Built global sports video analytics platform (300,000+ teams; 3,500+ employees in 18 countries) |
| Sportsmap Tech Acquisition Corp. (SPAC) | Director | 2021–2023 | Board service through business combination completion (Infrared Cameras → MultiSensor AI) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nelnet, Inc. (NYSE) | Director | Since 2014 | Serves on Audit Committee and Risk & Finance Committee |
| Assurity (mutual insurer) | Director | Not stated | Board member |
| TeamMates (non-profit mentoring) | Director | Not stated | Board member |
Board Governance
- Committee assignments: Chair, Audit & Risk; Member, Compensation; not on Nominating & Corporate Governance.
- Independence: Board deems Graff “independent” under NYSE rules; no related-party relationships noted for independent directors.
- Attendance and engagement: In FY2024, the Board met 5 times and acted by unanimous written consent 6 times; all directors serving in 2024 attended ≥75% of Board and committee meetings. (Graff joined in 2025; 2025 attendance not yet disclosed.) Independent directors meet regularly as needed.
- Committee cadence (FY2024): Audit & Risk (6 meetings; 2 consents), Compensation (2 meetings; 3 consents), Nominating & Corporate Governance (2 meetings; 2 consents).
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director. Board will review structure periodically.
- Audit oversight transition: Audit & Risk Committee selected Deloitte & Touche LLP in June 2025; prior auditor KPMG dismissed after process; no disagreements reported.
Fixed Compensation
| Director | Year | Cash Fees ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|---|
| David S. Graff | 2025 | $0 | $0 | $0 |
Policy context:
- Outside director cash fees: historically $30,000/year; Board suspended cash compensation to outside directors through June 2025.
- Outside director equity: $30,000 of Class A stock to outside directors in 2023; in July 2023 award vesting to June 2024; in September 2024 award of 2,000 shares vesting quarterly (retroactive to July 1, 2024) for directors serving as of Sept 20, 2024.
Performance Compensation
- Directors: No performance-based (PSU/option) structures disclosed for directors; awards are retainer/equity with time-based vesting schedules.
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Revenue growth / EBITDA / TSR percentile | No | Director compensation outlined as cash/equity retainers; no disclosed performance metrics for directors |
| Options / performance vesting | No | Company states no stock options granted to directors to date |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Considerations |
|---|---|---|
| Nelnet, Inc. | External public board | Board independence confirmed; no undisclosed Item 404 transactions considered in independence determinations |
| Assurity; TeamMates | External boards (mutual insurer; non-profit) | No related-party transactions disclosed involving these entities |
| Sportsmap Tech Acquisition Corp. | Prior SPAC board | Historical service concluded; no ongoing BOC conflict indicated |
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert”; extensive tech leadership experience scaling Hudl globally.
- Capital markets/governance: Tenured public company director at Nelnet; committee experience in audit and risk.
- Education: B.S. (accounting & computer science) and MBA, University of Nebraska–Lincoln.
Equity Ownership
| Holder | Class A Shares | As-of Date | Notes |
|---|---|---|---|
| David S. Graff | 2,000 | June 30, 2025 | Listed in beneficial ownership table |
Ownership alignment policy:
- Non-executive directors must hold $50,000 of Class A stock, converted to fixed share amount at appointment-window pricing; requirement: 50% within 18 months and 100% within 3 years. Disclosure states all non-executive directors are currently in compliance with these guidelines.
Insider filings:
| Filing | Date | Type | Key Note |
|---|---|---|---|
| Appointment disclosure | Jan 16, 2025 | Form 8-K | Graff appointed to Board; term to 2025 AGM |
| Initial ownership | Jan 17, 2025 | Form 3 | Initial statement of beneficial ownership filed (reporting format in XLS) |
Governance Assessment
- Board effectiveness: Graff’s appointment strengthens financial oversight (audit chair, financial expert). Audit & Risk Committee also oversees enterprise, financial, IT/cyber risks and related-person approvals; transition to Deloitte indicates active auditor oversight.
- Independence and structure: He is independent; however, Board has combined Chair/CEO role and no Lead Independent Director—ongoing oversight relies on committee structure and periodic reviews.
- Ownership alignment: Director ownership guideline in place with explicit timelines; Graff listed with 2,000 Class A shares; policy requires progression to target over 3 years.
- Compensation governance: Compensation Committee is independent; no compensation consultant engaged in 2024; director pay shifted away from cash (suspended through June 2025) toward modest equity retainers.
- Related-party oversight: Audit & Risk Committee reviewed and directed the May 2024 Rozek Separation Agreement terms, including repurchases and severance; committee-led process and valuation input disclosed. (Committee oversight context; Graff joined in 2025.)
- Voting control dynamics: Magnolia entities control all Class B shares and ~32.66% of aggregate voting power; Class B elects one director exclusively. This concentration can influence governance outcomes and requires strong independent oversight.
RED FLAGS and risk indicators:
- No Lead Independent Director while CEO is Chair—potential oversight concentration.
- Voting concentration via Class B stock (~32.66% aggregate voting power) by Magnolia—heightens entrenchment risk.
- Insider trading policy allows margin/pledging with prior company approval—pledging introduces alignment risk if used (policy limits and approvals apply).
Supportive signals:
- Audit & Risk Committee chaired by an audit financial expert; formal charters and related-party policy with independent review; transition to Deloitte with no reported disagreements.
- Director ownership guidelines with compliance disclosure for non-executive directors.
- Independent committee composition across Audit, Compensation, and Nominating.
Notes on Unavailable Disclosures
- Specific director-level performance metrics, options/PSUs, and detailed vesting for Graff are not disclosed; director equity awards are time-based where applicable.
- 2025 individual attendance rates for Graff have not been disclosed; FY2024 attendance context provided for directors serving that year.
- Say-on-pay vote outcomes for 2025 not yet disclosed in the proxy; proposal details included.