Jeffrey C. Royal
BOSTON OMAHAAbout Jeffrey C. Royal
Jeffrey C. Royal, age 49, has served on Boston Omaha Corporation’s (BOC) Board since January 2019; he holds a BBA and MBA from Creighton University and is a long-tenured banking executive with chair and CEO experience across community banks and a public company board . He is currently deemed not independent by the Board and does not serve on any Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridges Investment Fund, Inc. (NASDAQ mutual fund) | Director | 2018–2022 | Oversight role during fund operations |
| Eagle Bank and Tri-Valley Bank (merged into Riverstone Bank) | Director (both), Non-executive Chairman (Riverstone Bank) | Director since 2009 (Eagle), 2013 (Tri-Valley); Non-exec Chair since Jan 2021 post-merger | Governance through merger transition and chair leadership |
| Dundee Bank & holding company | President; Chairman and Director (holding company) | Since Jan 2006 | Bank management leadership and holding company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Old Market Capital Corporation (public; formerly Nicholas Financial) | Director (since Oct 2017); Chairman (since Jan 17, 2019); CEO (since Sept 2024) | 2017–present | Public company leadership; significant interlock with BOC leadership (see Governance) |
| Brunswick State Bank | Director | Since 2007 | Community banking oversight |
Board Governance
- Independence: Royal is not “independent” under NYSE and SEC rules, given his CEO role at Old Market Capital Corp. (OMCC) where entities controlled by BOC’s CEO Adam Peterson held 37.6% of OMCC voting securities as of Dec 17, 2024 .
- Committees: Royal does not serve on Audit & Risk, Compensation, or Nominating & Corporate Governance committees due to non-independence .
- Attendance and engagement: The Board met five times in FY2024 and acted by unanimous written consent six times; all directors serving in 2024 attended at least 75% of Board and committee meetings, and attended the 2024 Annual Meeting .
- Board leadership structure: BOC combines CEO and Chairman roles (Adam Peterson) and has no lead independent director, with periodic review of structure noted .
- Insider trading and hedging policy: Hedging and derivatives are prohibited without prior approval; pledging is permitted only with prior approval .
- Legal proceedings: None reported involving directors or officers .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $15,000 |
| Equity/stock awards ($) | $29,840 (2,000 Class A shares granted Sept 20, 2024) |
| Total ($) | $44,840 |
| Director cash policy | Board suspended cash compensation to outside directors through June 2025 |
Performance Compensation
- No director performance-based equity (PSUs) or options disclosed; director equity grants are time-based and vest in installments. No director meeting fees or chair fees for Royal disclosed .
| Award Type | Grant Date | Shares | Vesting Schedule | Value Notes |
|---|---|---|---|---|
| Class A common stock | Sept 20, 2024 | 2,000 | 500 at grant; 500 on Oct 1, 2024; 500 on Jan 1, 2025; 500 on Apr 1, 2025 | Unvested value at 12/31/24 for directors on this grant: $13,460 each |
| Class A common stock (prior award) | Jul 5, 2023 | 1,574 | Subject to forfeiture if not serving on 6/30/24 | Historical time-based vesting; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Indicator |
|---|---|---|
| Old Market Capital Corp (OMCC) | Royal is CEO, Chair, and Director; Adam Peterson (BOC CEO/Chair) is a Director at OMCC | Entities controlled by Peterson reported 37.6% of OMCC voting securities as of Dec 17, 2024; Royal deemed not independent at BOC due to this relationship (potential influence/conflict) |
Expertise & Qualifications
- Banking leadership: President of Dundee Bank since 2006; chairman roles across bank holding structures; non-executive chair of Riverstone Bank post-merger integration .
- Public company governance: CEO/Chair/Director of OMCC; prior director of NASDAQ mutual fund Bridges Investment Fund .
- Education: Bachelor’s and Master’s in Business Administration (Creighton University) .
Equity Ownership
| Holder | Class A Shares | % of Class | Notes |
|---|---|---|---|
| Jeffrey C. Royal | 44,750 | <1% | Beneficial ownership as of June 30, 2025 |
- Director stock ownership guidelines: Each non-executive director must hold $50,000 of Class A stock; all non-executive directors are currently in compliance .
- Pledging/hedging: Pledging allowed only with prior approval; hedging and derivatives restricted .
- Change in control: No arrangements known that would result in a change in control (including pledges) .
Insider Trades (Signals)
| Date | Transaction | Shares | Price | Value | Post-transaction Holdings | Source |
|---|---|---|---|---|---|---|
| Jun 6, 2024 | Purchase | 10,000 | $13.95 | $139,500 | 42,750 | |
| Dec 6, 2023 | Purchase | 10,000 | $15.0411 | $150,411 | 32,750 | |
| Summary (press/aggregators) | — | — | — | — | — |
Governance Assessment
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Strengths and alignment signals:
- Demonstrated equity ownership and incremental insider buying in 2023–2024, which supports alignment with shareholders .
- Attendance at least 75% of Board/committee meetings in 2024 and participation in annual meeting indicates engagement .
- Equity-based director compensation with modest time-based grants; no options or PSUs disclosed; ownership guideline compliance .
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Risks and RED FLAGS:
- Not independent; excludes Royal from all key committees, reducing direct involvement in audit, compensation, and governance oversight .
- Significant interlock: Royal’s CEO/Chair role at OMCC combined with Peterson’s director role and a 37.6% OMCC voting block controlled by entities tied to Peterson—potential influence and related-party dynamics; Board explicitly cites non-independence on this basis .
- Board structure (CEO as Chair, no lead independent director) can weaken independent oversight generally; while not specific to Royal, it affects the effectiveness of independent directors and Royal’s governance context .
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Compensation and incentives observations:
- 2024 director pay comprises modest cash plus stock; Board suspended outside director cash compensation through June 2025—shifting mix toward equity, which improves alignment but may affect recruitment if cash is constrained .
- No performance-based director metrics disclosed; grants are time-based with scheduled vesting .
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Related-party and policy controls:
- Formal Related Party Transaction policy with Audit & Risk Committee oversight; recent high-profile separation (Rozek) was run through independent committee and external valuation—indicates process rigor, though unrelated to Royal directly .
- Insider Trading and Clawback policies are in place; hedging derivatives restricted; pledging requires approval—mitigates alignment and reputational risks .