John S. Himle
About John S. Himle
Independent director since October 2019; age 70 as of the 2025 proxy. CEO of Himle LLC, a specialized consultancy focused on complex business decisions, with prior founder/CEO roles at Himle Horner Inc. and Himle Rapp & Co. (sold interests in 2017). Served five terms in the Minnesota House of Representatives, including Assistant Majority Leader and Assistant Minority Leader; core credentials span government, regulatory, risk management, public relations and communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Himle LLC | Chief Executive Officer | Current | Advises companies and not-for-profits on strategy for complex business decisions |
| Himle Horner Inc.; Himle Rapp & Co. | Founder & CEO | Until sale of interests in 2017 | Built and led communications/public affairs firms |
| Minnesota House of Representatives | Legislator; Assistant Majority/Minority Leader | Five terms (years not disclosed) | Legislative leadership; oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: Determined independent under Nasdaq listing standards; current independent directors include John S. Himle .
- Committees:
- Audit Committee member; committee responsibilities include auditor oversight, related-party approval, and financial reporting; 4 meetings in 2024 .
- Governance Committee Chair; committee manages board composition, effectiveness, and community impact/ESG oversight; 2 meetings in 2024 .
- Not on Compensation Committee (members listed exclude Himle) .
- Attendance and engagement: Board held five regular meetings in 2024; each director attended ≥75% of Board/committee meetings and attended the 2024 Annual Meeting; executive sessions generally held without management .
- Lead Independent Director: Carin J. Offerman; responsibilities include chairing independent director meetings and liaison roles .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $30,000 | Cash retainer for non-employee directors |
| Audit Committee Member Retainer | $8,000 | Annual cash retainer for Audit Committee members |
| Governance Committee Member Retainer | $4,000 | Annual cash retainer for Governance Committee members |
| Governance Committee Chair Retainer | $4,000 | Additional annual cash retainer for committee chairs |
| 2024 Cash Paid to Himle | $46,000 | Sum consistent with role: director, audit member, governance member, governance chair |
Performance Compensation
| Metric/Instrument | Grant Date | Quantity/Value | Vesting/Delivery | Restrictions |
|---|---|---|---|---|
| Deferred Stock (2024 director grant) | June 6, 2024 | 1,789 shares; $40,000 grant-date value | Vests one year after grant; delivered one year from vest date | Shares may not be sold before second anniversary of grant unless otherwise determined by Board |
| Deferred Stock (2025 planned director grant) | Annual Meeting (2025) | Shares equal to $40,000 / FMV on grant date | Same terms as 2024 grant | Same sale restrictions |
| Options | — | None outstanding (non-employee directors) at 12/31/2024 | — | — |
| Deferred Stock Held (as of 12/31/2024) | — | 3,092 shares for Himle | Deferred; delivery schedule per plan | — |
Equity awards valued under ASC 718 with assumptions detailed in 2024 Form 10-K Note 5 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards or interlocks disclosed |
Expertise & Qualifications
- Government and regulatory acumen from five legislative terms and leadership roles; expertise in risk management, public relations, and communications valuable for casino, racing, events, and real estate strategy .
- Board governance competencies as Governance Committee Chair overseeing board effectiveness and community impact/ESG matters .
Equity Ownership
| Date (As of) | Shares Beneficially Owned | Percent of Class | Shares Acquirable Within 60 Days |
|---|---|---|---|
| April 10, 2025 | 12,632 | <1% | 3,092 |
| April 11, 2024 | 10,843 | <1% | 2,681 |
Insider Trades
| Period | Form Type | Transaction | Quantity | Price | Notes |
|---|---|---|---|---|---|
| FY 2024 | — | None referenced for Himle in proxy or filings list; company states Section 16(a) compliance for directors in 2024 | — | — | One late Form 4 noted for CEO Sampson, not Himle |
Governance Assessment
- Board effectiveness: Himle strengthens governance as Governance Committee Chair, ensuring board composition and effectiveness while also contributing to Audit oversight—balanced committee roles with documented meeting cadence and executive sessions support robust oversight .
- Independence and alignment: Confirmed independent; director pay structure blends modest cash with deferred stock and multi-year sale restrictions, promoting alignment; no options outstanding for directors limits risk of repricing or gaming .
- Conflicts/related parties: No related-person transactions since the beginning of 2024; Audit Committee reviews any potential RPTs; Code prohibits conflicts and insider trading abuses .
- Risk indicators: Insider trading policy prohibits hedging, monetization, short selling, margin transactions, and derivative trades; six-month minimum hold for open-market purchases—reduces misalignment and speculation risk .
- Attendance/engagement: ≥75% attendance and presence at annual meeting; multiple formal and informal meetings with executive sessions indicate engaged oversight .
Red Flags: None disclosed specific to Himle. No pledging disclosed; no RPTs; no delinquent Section 16 filings for Himle; no option award repricing or underwater modifications for directors .