Thomas Burt - Director | BOSTON OMAHA (BOC) Executive Profile & Compensation

About Thomas Burt

Thomas Burt, age 52, has served as an independent Class A director of Boston Omaha Corporation since September 2024 and currently sits on the Compensation Committee and the Nominating and Corporate Governance Committee . He is President and CEO of ES&S (Election Systems & Software), joined ES&S in 2008, and holds a B.S. in Business Administration from Nebraska Wesleyan University . The Board highlighted his management-services background as the core qualification for his BOC directorship .

Past Roles

Organization	Role	Tenure	Committees/Impact
ES&S (Election Systems & Software)	President & CEO; joined ES&S in 2008 leading sales, customer service, operations and product	Not disclosed (CEO current; joined 2008)	Senior operating and commercial leadership experience applicable to BOC
Gallup Organization	Associate Partner; managed relationships with multiple Fortune 500 clients	Not disclosed	Client engagement and advisory background
McMaster-Carr Supply Company	General management and sales leadership roles	Not disclosed	Operations and sales leadership experience
Andersen Consulting	General management and sales leadership roles	Not disclosed	Consulting and management experience

External Roles

Organization	Role	Public/Private	Notes
ES&S (Election Systems & Software)	President & CEO	Private (not disclosed as public)	Primary external executive role
Other public company directorships (past 5 years)	None disclosed for Burt	—	The biography lists none for Burt in the “other public companies” field

Board Governance

Committee assignments: Compensation Committee (member) and Nominating and Corporate Governance Committee (member) .
Committee chairs: Burt is not a chair; current committee chairs are David Graff (Audit & Risk), Frank Kenan (Compensation), and Vishnu Srinivasan (Nominating & Corporate Governance) .
Independence: The Board deems Burt “independent” under NYSE rules .
Attendance: In 2024, all current directors who served attended at least 75% of Board and committee meetings (Board met 5x; committee meeting counts listed) .
Board leadership: CEO also serves as Chairman; no Lead Independent Director; Board reviews leadership structure periodically .
Voting control context: Magnolia (via Class A and all Class B) controls ~32.66% of votes; Class B has 10 votes/share .

Fixed Compensation (Director)

Metric	2024	Policy/Notes
Annual cash retainer	$0 (Burt)	Board suspended cash comp for outside directors through June 2025
Historical cash retainer (outside directors)	$30,000/year (from July 1, 2022 until suspension in June 2024)	Superseded by cash suspension through June 2025
Committee/meeting fees	Not disclosed	No separate meeting fees disclosed in policy

Performance Compensation (Director equity)

Item	Detail
2024 equity value (Burt)	$29,840 of Class A common stock
Grant mechanics	2,000 shares to each outside director serving Sept 20, 2024; vesting 500 at grant and 500 on Oct 1, 2024; Jan 1, 2025; Apr 1, 2025
Unvested value at 12/31/2024	$13,460 per director (based on $14.18 share price)
Performance metrics	None disclosed for director equity; grants vest on time-based schedule

Other Directorships & Interlocks

Category	Detail
Other public company boards	None disclosed for Burt
Compensation Committee interlocks	None; the proxy states no interlocks among members in past three years (exceptions listed do not involve Burt)

Expertise & Qualifications

President & CEO of ES&S with multi-functional leadership across sales, operations, product, and customer service; prior consulting and management roles at Gallup, McMaster-Carr, and Andersen Consulting .
Bachelor’s degree in Business Administration (Nebraska Wesleyan University) .
Board-determined qualification: management-services experience suited to BOC’s business .

Equity Ownership

Holder	Class A Shares	% of Class	Notes
Thomas Burt	2,000	<1%	Beneficial ownership table; less than 1% of Class A
Director stock ownership guideline	$50,000 in Class A (fixed-dollar guideline)	—	All non-executive directors currently in compliance
Pledging/hedging	Insider Trading Policy prohibits short sales and derivatives; hedging requires prior approval; pledging allowed only with prior approval
Pledged shares (disclosed)	None indicated; company notes no arrangements (including any pledge) that could result in a change in control

Governance Assessment

Strengths: Independent director; serves on key governance committees (Compensation; Nominating & Corporate Governance), supporting oversight of pay and board composition . Equity-heavy director pay in 2024–H1’25 (no cash through June 2025) improves alignment with shareholders . Attendance for the 2024 year met or exceeded the 75% threshold across current directors .
Potential red flags/monitoring points: No Lead Independent Director and CEO-Chair duality reduce independent counterbalance at the board level . Concentrated voting control (Magnolia ~32.66% of votes; Class B super-voting) can limit director election contestability and minority influence . Hedging/pledging is restricted but not absolutely prohibited; pledging permitted with pre-approval—monitor for any future pledges by directors (none disclosed) .
Conflicts/related-party: No related-party transactions disclosed involving Burt; legal proceedings section notes none involving directors .

Appendix: Committee Work Context (for oversight intensity)

Audit & Risk Committee: 6 meetings and 2 written consents in 2024 (Burt is not a member) .
Compensation Committee: 2 meetings and 3 written consents in 2024 (Burt member) .
Nominating & Corporate Governance: 2 meetings and 2 written consents in 2024 (Burt member) .

Notes on policies: The company maintains a Clawback Policy for Executive Officers (applicable to executives, not directors) and an Insider Trading Policy restricting short sales/derivatives and requiring approval for hedging/pledging . The Board’s Related Party Policy mandates independent Audit & Risk Committee review for transactions with related persons .