Keith Duplechin
About Keith Duplechin
Keith Duplechin (age 63) serves as an independent director of CKX Lands, Inc.; he has been on the Board since 2018 and brings land management, real estate, banking, and financial expertise to the Board . He is Principal of First Capital Group, LLC and AdSource, LLC, and is designated by the Board as an independent director under NYSE American rules .
Past Roles
The 2025 proxy lists Mr. Duplechin’s current roles but does not disclose prior employment history beyond his present principal roles at First Capital Group, LLC and AdSource, LLC .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Capital Group, LLC | Principal | Not disclosed | Brings experience in land management, real estate, banking, and financial matters to CKX |
| AdSource, LLC | Principal | Not disclosed | See above |
Board Governance
- Board size fixed at eight directors with one‑year terms; directors Englander, Duplechin, Hart, LaMure, and Minvielle are independent .
- Committee assignments (current): Audit (Chair: Minvielle; Members: Englander, LaMure), Compensation (Chair: Englander; Members: Hart, Minvielle), Nominating (Chair: Duplechin; Member: LaMure) .
- Board/committee activity 2024: Board met five times; independent directors met once in executive session; Compensation Committee held no meetings; Nominating Committee held no meetings; Audit Committee met four times .
- Attendance disclosure: Proxy specifically notes only that Mr. Englander attended fewer than 75% of applicable meetings in 2024; no attendance shortfall is disclosed for Mr. Duplechin .
- Lead Independent Director: E. T. Minvielle (appointed in 2022) with defined authorities over agendas, materials, schedules, and shareholder communications .
| Governance Item | Detail |
|---|---|
| Independence status | Independent under NYSE American |
| Committee roles | Nominating Committee Chair; not listed on Audit or Compensation |
| Board meetings in 2024 | 5 meetings |
| Independent director executive session (2024) | Met once |
| Audit Committee meetings (2024) | 4 meetings |
| Compensation Committee meetings (2024) | 0 meetings |
| Nominating Committee meetings (2024) | 0 meetings |
Fixed Compensation
- Director fee schedule (regular meetings): Board—Chair $1,000; attending member $600; non‑attending $200; Audit Committee—Chair $1,000 (no member fees); Compensation & Nominating—no fees disclosed .
- Actual director compensation (2024): Mr. Duplechin received $2,400 in cash fees; no equity awards are disclosed for directors in 2024 .
| Component | Amount/Policy |
|---|---|
| Board meeting fee (attending member) | $600 per regular meeting |
| Board meeting fee (non‑attending) | $200 per regular meeting |
| Board Chair per meeting | $1,000 per regular meeting |
| Audit Committee Chair per meeting | $1,000 |
| Compensation & Nominating fees | No fees disclosed |
| Mr. Duplechin – 2024 total fees | $2,400 (cash) |
Observation: With Board meeting fees at $600 per attending member and no Nominating Committee meetings in 2024, Mr. Duplechin’s $2,400 appears consistent with four regular Board meetings attended; the Board met five times in 2024 (inference based on fee schedule) .
Performance Compensation
- No director equity compensation or performance‑based awards are disclosed for 2024; the Director Compensation section presents only per‑meeting cash fees for directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mr. Duplechin; his bio lists current principal roles in private entities (First Capital Group, LLC; AdSource, LLC) .
- Interlocks/overlaps: Not disclosed for Mr. Duplechin in the proxy .
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private roles | Principal, First Capital Group, LLC; Principal, AdSource, LLC |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Board‑stated qualifications: Experience in land management, real estate, banking, and financial matters .
- Independence: Affirmed by the Board under NYSE American rules .
- Audit committee financial expert designation: Not attributed to Mr. Duplechin (designated to Mr. Minvielle) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Keith Duplechin | 1,200 | <1% (denoted “*”) |
- Shares outstanding at April 4, 2025: 2,027,032; 263 shareholders of record .
- Pledging/derivatives: No pledging or derivatives by Mr. Duplechin are disclosed; company policy prohibits hedging and CKX‑based derivative transactions by insiders .
Governance Assessment
- Independence and roles: Mr. Duplechin is an independent director and serves as Nominating Committee Chair—positioning him as a key voice on board composition and refreshment; however, the Nominating Committee held no meetings in 2024, which may limit visible engagement on director recruitment and governance process .
- Attendance/engagement signals: Only Mr. Englander is flagged for <75% attendance; Mr. Duplechin is not flagged. His $2,400 in meeting fees aligns with four attending‑member Board meetings versus five meetings held (inference based on the fee schedule), suggesting one absence in 2024; no committee meetings occurred for his committee .
- Ownership alignment: Beneficial ownership of 1,200 shares (<1%) reflects modest “skin in the game” relative to CKX’s 2,027,032 shares outstanding; no pledging disclosed, consistent with hedging/derivatives prohibitions, which supports alignment and risk control .
- Conflicts/related‑party exposure: The proxy discloses related‑party arrangements involving the President (Stream Wetlands; MSM), but none involving Mr. Duplechin—no loans, transactions, or familial ties disclosed for him (positive) .
- Board structure and oversight: Combined Chair/President role is offset by a Lead Independent Director with strong authorities; independent directors held an executive session once in 2024 (could be more frequent at larger issuers, but typical for CKX’s scale) .
- Compensation governance context: Compensation Committee (all independent) had no meetings in 2024; absence of director equity and reliance on per‑meeting cash reduces pay‑for‑performance linkage for directors but also lowers dilution and complexity; no use of external compensation consultants disclosed .
RED FLAGS and Watch Items
- Nominating Committee inactivity: No 2024 meetings despite Mr. Duplechin serving as Chair—monitor for evidence of board refreshment or skills alignment activity in future cycles .
- Attendance inference: Fee‑based inference suggests one missed Board meeting (4 of 5), though not explicitly disclosed—continue to track attendance disclosures to confirm trend .
- Low ownership: <1% beneficial ownership—typical for small‑cap directors, but worth monitoring for any adoption of director ownership guidelines in future proxies .
Additional Context
- Section 16 compliance: Late Form 4s in 2024 were reported only for executives (Stream and Stepp) related to performance share vesting; no delinquent filings cited for Mr. Duplechin .
- Insider policy: Hedging and CKX‑based derivative transactions are prohibited for insiders, supporting governance alignment .
- Board meeting cadence: Five Board meetings and one independent‑director session in 2024; Audit met quarterly; Compensation and Nominating did not meet .