Frank H. Kenan II

About Frank H. Kenan II

Independent director of Boston Omaha Corporation since 2017 (age 43). Chair of the Compensation Committee and member of both the Audit and Risk Committee and the Nominating and Corporate Governance Committee. Co‑Founder and Principal of KD Capital Management, LLC; prior roles include investment analyst and real estate development. Education: B.S. (College of Charleston) and MBA (UNC – Kenan‑Flagler) . The Board classifies him as independent under NYSE rules .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Compensation (Chair), Audit & Risk (Member), Nominating & Corporate Governance (Member) .
• Committee composition and activity (FY2024): Audit & Risk met 6x (Kenan member), Compensation met 2x plus 3 consents (Kenan Chair), Nominating & Corporate Governance met 2x plus 2 consents (Kenan member) .
• Attendance: All directors serving in 2024 attended at least 75% of aggregate Board and committee meetings; Board met 5 times; independent directors meet regularly in executive session (no lead independent director policy; CEO also serves as Chair) .
• Audit committee financial expert: David S. Graff (Chair); all Audit members (including Kenan) deemed independent by NYSE standards .
• Independence: Board deems Kenan independent; non‑independent directors are Peterson, Keating, Royal .

Fixed Compensation

• Director stock ownership guideline: each non‑executive director must hold $50,000 of Class A stock; compliance required within 3 years; all non‑executive directors currently in compliance .

Performance Compensation

• No performance‑conditioned director pay disclosed (director equity grants are time‑based restricted stock; no options or performance metrics tied to director compensation) .

Equity awards and vesting details:

Other Directorships & Interlocks

• Public company boards: None disclosed for Kenan in current or last five years (the director bios list such roles if applicable; none listed for Kenan) .
• Compensation committee interlocks: Company reports no interlocks; no members of the Compensation Committee (including Kenan) have been officers/employees in past three years .

Expertise & Qualifications

• Investment and financial analysis; portfolio management (KD Capital). MBA (UNC Kenan‑Flagler). Governance and risk experience (chairs Flagler Systems’ Risk Management & Finance Committee) .
• Not designated the Audit Committee financial expert (that designation is held by David S. Graff) .

Equity Ownership

Additional alignment/policy notes:

• Director ownership guideline: $50,000 required; Kenan is in compliance (all non‑executive directors are in compliance) .
• Pledging/hedging: Company prohibits short sales and derivative hedging; any hedging or pledging requires prior Company approval under Insider Trading Policy . Company states no arrangements, including any pledge by any person, that may result in a change in control are known to the Company .

Governance Assessment

• Positives

  • Independent director with multi‑committee service and committee chair role (Compensation), indicating strong governance involvement .
  • Attendance threshold met across Board and committees (≥75% in FY2024) .
  • Ownership alignment via required $50,000 director ownership; Kenan beneficially owns 305,944 Class A shares, diversified across direct, trust, and investment partnership holdings .
  • Robust related‑party transaction policy overseen by independent Audit & Risk Committee; material related‑party actions (e.g., Rozek separation; BOAM wind‑down arrangements) were handled with independent oversight and detailed disclosure; no Kenan‑specific related‑party transactions disclosed .
  • Clawback policy (executive officers) and anti‑hedging policy enhance alignment .

• Watch items / RED FLAGS

  • CEO duality and no lead independent director; Board states it believes current structure serves stockholders but this reduces independent counterbalance at the top .
  • Concentrated voting power: Magnolia (related to Chair/CEO as manager of Magnolia Group) controls 32.66% of votes; this can limit minority shareholder influence over director elections and governance changes .
  • No compensation consultant engaged in 2024; as Compensation Chair, Kenan oversaw pay decisions without external advisor—acceptable for a small cap but a potential scrutiny point if complex pay plans re‑emerge .

• Additional context

  • Audit firm transition (KPMG to Deloitte & Touche LLP) in 2025 after review; no disagreements reported—indicative of normal governance refresh rather than audit controversy .

Appendix: Director Compensation Snapshot (FY2024)

Appendix: Committee Activity (FY2024)