Jeffrey Hakala
About Jeffrey A. Hakala
Independent director (Class III) of Conifer Holdings, Inc. (CNFR), age 51 as of April 7, 2025; director since 2018 with current term expiring at the 2027 annual meeting. He is CEO and Co‑Chief Investment Officer of Clarkston Capital Partners; previously a portfolio manager and worked in public accounting. Education: B.A. in accounting and M.B.A. from Michigan State University; credentials: Chartered Financial Analyst (CFA) and Certified Public Accountant (CPA). Tenure: ~7 years on CNFR’s board; independence affirmed by the board under Nasdaq/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarkston Capital Partners, LLC | Co‑Founder; CEO & Co‑CIO | Since 2007 | Investment strategy leadership; deep finance expertise brought to CNFR board |
| Various investment management firms | Portfolio Manager | Pre‑2007 | Public markets experience; investment oversight background |
| Public accounting firms | Accountant | Early career | CPA training; financial reporting fluency |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waterford Bancorp, Inc. | Director | Current | Audit Committee member; additional financial oversight experience |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member (no chair role); not on CNFR’s Audit or Compensation Committees.
- Independence: Board determined all directors, including Hakala, are independent under Nasdaq/SEC standards.
- Attendance: Board met 11 times in 2024; each director attended at least 75% of applicable board and committee meetings; eight directors attended the 2024 annual meeting.
- Board leadership: Independent chair (J. Grant Smith).
- Board structure transition: Board size to be reduced from eight to five immediately following the 2025 annual meeting; Gerald W. Hakala (Jeffrey’s brother) not nominated for reelection.
Fixed Compensation
| Year | Director Cash Retainer ($) | Committee/Chair Fees ($) | Total ($) |
|---|---|---|---|
| 2024 | 20,000 | — | 20,000 |
- CNFR policy: non‑employee directors receive $20,000 annual cash (paid quarterly). Chair roles received higher totals in 2024 (e.g., J. Grant Smith $50,000; Isolde O’Hanlon $45,000) reflecting chair responsibilities.
- No director equity grants disclosed for 2024. “We did not grant stock options in 2024.”
Performance Compensation
- No RSUs/PSUs, option grants, or performance‑based director equity compensation disclosed for 2024.
Other Directorships & Interlocks
| Item | Details |
|---|---|
| External board | Waterford Bancorp director and Audit Committee member. |
| Affiliated entities | Clarkston Ventures, LLC holds CNFR common; Clarkston 91 West LLC holds CNFR Series B preferred and warrants; both affiliated with Jeffrey and Gerald Hakala. |
| Company transactions with affiliates | CNFR sold 6,000 shares of Waterford Bank to Clarkston Companies, Inc. (affiliate of Jeffrey and Gerald) for $510,000 (May 2024). |
| Board interlocks | J. Grant Smith (CNFR chair) is former President/COO of Waterford Bank and current advisor to Clarkston Companies; overlap with entities affiliated to Jeffrey/Clarkston network. |
Expertise & Qualifications
- Technical and financial expertise: Portfolio investment management, public accounting (CPA), capital markets; CFA charterholder.
- Board qualifications: Financial and investment strategy expertise cited as valuable to the CNFR board.
Equity Ownership
| Holder | Security | Amount | Voting Notes | % of Total Votes |
|---|---|---|---|---|
| Clarkston Ventures, LLC (affiliated with Jeffrey A. Hakala) | CNFR Common | 3,735,769 shares | Held directly by CV; Jeffrey and Gerald Hakala are Co‑CIOs; each disclaims beneficial ownership except to pecuniary interest. | 42.1% (together with Series B and as defined by table) |
| Clarkston 91 West LLC (affiliated with Jeffrey A. Hakala) | Series B Preferred | 1,500 shares | 3,000 votes per share; aggregate voting power of all Series B capped at 19.99% of total voting power. | Included in above 42.1% as reported |
Insider Trades (Section 16)
| Date | Security | Transaction | Amount | Price/Terms | Post‑Txn Holdings |
|---|---|---|---|---|---|
| 2025‑03‑03 | Series B Preferred | Purchase (Code P) by Clarkston 91 West LLC (reported by member Jeffrey Hakala) | 500 shares | $5,000 per share | 1,500 shares beneficially owned post‑transaction |
Hedging and monetization transactions are prohibited for directors under CNFR’s Insider Trading Policy.
Governance Assessment
- Alignment signals:
- Material affiliated ownership and voting influence via Clarkston Ventures (common) and Clarkston 91 West (Series B) suggest strong economic alignment but concentrated control influence.
- No director equity grants in 2024; cash retainer modest ($20,000), with alignment primarily through external affiliated holdings rather than board equity.
- Committee effectiveness:
- Hakala serves on Nominating & Corporate Governance (selection, board evaluation, governance policy oversight). Not on CNFR’s Audit or Compensation Committees, reducing direct involvement in pay/audit risk oversight at CNFR.
- Independence, attendance, and engagement:
- Board asserts independence under Nasdaq/SEC; attendance met minimum thresholds (≥75%); board held 11 meetings in 2024.
- Conflicts and related‑party exposure — RED FLAGS:
- Related party financings: CNFR issued Series A Preferred ($6.0M, Dec 2023) and Series B Preferred ($7.5M total, Feb–Mar 2025) to Clarkston 91 West LLC; Series B warrants for up to 4,000,000 common shares at $1.50 require shareholder approval — all with entities affiliated to Jeffrey/ Gerald Hakala. Dilution risk and governance optics of insider financing are elevated.
- Voting influence: Series B carries 3,000 votes per share, capped at 19.99% total voting power, creating meaningful insider voting leverage when combined with common.
- Asset transaction: CNFR sold Waterford Bank shares to Clarkston Companies (affiliate of Jeffrey/ Gerald) for $510,000 in May 2024; plus broader interlocks with Waterford via director roles. Heightened scrutiny warranted on related‑party approvals and pricing fairness.
- Structural changes:
- Board size reduction from eight to five and non‑nomination of certain directors (including Gerald Hakala) could streamline oversight but also reconfigure influence dynamics; monitor committee composition post‑2025 meeting.
- Controls and policies:
- Clawback policy adopted (Nov 2023) per SEC/Nasdaq; insider hedging prohibition; Audit Committee approves related‑party transactions and oversees whistleblower process. These are positive governance controls mitigating some risks.
Overall: Jeffrey Hakala brings substantial investment and accounting expertise and meets independence/attendance standards. However, affiliated ownership, preferred voting rights, and insider financings/warrants with Clarkston entities present notable conflict and dilution risks. Continued monitoring of related‑party transactions, voting concentration, and post‑meeting committee compositions is advised for investors.