Jeffrey D. Peterson
About Jeffrey D. Peterson
Independent director of Electro-Sensors, Inc. (ELSE); age 68; director since 2011. Background: private investor since 1998; previously employed by John G. Kinnard and Company, a regional brokerage firm. The Board cites his investment-industry experience and regional business connections as key credentials for his nomination and ongoing service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John G. Kinnard and Company (regional brokerage firm) | Investment professional (prior employment) | Prior to 1998 (no specific dates disclosed) | Investment industry experience leveraged by the Board in nominating him; cited as “significant experience in the investment industry and personal connections with many regional businesses” . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private investor | Private investor | 1998–present | No other public company directorships disclosed in ELSE proxies . |
Board Governance
- Independence: Determined by the Board to be independent under Nasdaq rules; all members of Audit, Compensation, and Nominating Committees are independent .
- Committee assignments (2024): Nominating Committee member; not chair. Audit Committee and Compensation Committee membership comprise other directors; Peterson is not listed on these committees. Not a member of the Business Development Committee .
- Attendance: The Board met five times in 2024; each director attended all Board and committee meetings on which they served. All five directors attended the 2024 Annual Meeting (virtual) .
- Board leadership: Independent chairman (Joseph A. Marino). No lead independent director designated; oversight of risk shared by entire Board .
Fixed Compensation
Director cash compensation is retainer and meeting/committee-based; for 2024, structure was $4,000 per Board meeting, $24,000 for Chairman, $12,000 per Committee Chair, $6,000 per Committee member, and $12,000 for non-employee Business Development Committee members .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $23,000 | $26,000 |
| Total director compensation ($) | $132,141 | $26,000 |
Notes:
- 2024 cash aligns with five Board meetings ($20,000) plus Nominating Committee membership ($6,000) .
- No additional meeting fees beyond the structure disclosed .
Performance Compensation
Equity awards for non-employee directors are time-vested options and RSUs granted at Board discretion.
| Grant Type | Grant Date (month/year) | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Stock options | Aug/Sep 2023 (per Form 4 timing) | 25,000 | $37,216 | 20% at grant; 20% annually thereafter until fully vested in 4 years . |
| Restricted Stock Units (RSUs) | Aug/Sep 2023 (per Form 4 timing) | 17,500 | $71,925 | 20% on first anniversary; 20% annually thereafter . |
Additional notes:
- At 12/31/2024, Peterson had 25,000 options outstanding; no new equity awards in 2024 (only Gabbard received a 2024 option grant) .
- Section 16 compliance note: directors (including Peterson) filed two Form 4s late related to the August/September 2023 option and RSU grants—process weakness to monitor .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | ELSE’s proxy for 2025/2024 lists Peterson’s principal occupation, but does not disclose other public company board service . |
Potential interlock considerations:
- Multiple individuals with the Peterson surname filed Schedule 13D/13D/A and collectively each hold >10% stakes (see Equity Ownership), suggesting family concentration among significant shareholders. No related-party transactions were reported .
Expertise & Qualifications
- Investment and capital markets: “Significant experience in the investment industry and personal connections with many regional businesses,” viewed by the Board as valuable for strategy and investor relations context .
- Governance: Independent status; regular attendance; service on the Nominating Committee supports board composition and recruitment oversight .
- No formal designation as an “audit committee financial expert” (that designation is held by Gabbard) .
Equity Ownership
| Metric | Feb 28, 2024 | Feb 27, 2025 |
|---|---|---|
| Shares beneficially owned | 358,438 (includes 5,000 options exercisable within 60 days; 46 ESOP shares) | 366,892 (includes 10,000 options exercisable within 60 days; 3,500 vested RSUs; 46 ESOP shares) |
| Percent of shares outstanding | 10.4% | 10.7% |
| RSUs vested (included in beneficial ownership) | Not disclosed for 2024 period | 3,500 vested RSUs |
| Options exercisable within 60 days | 5,000 | 10,000 |
| ESOP shares (account holdings) | 46 | 46 |
Alignment and policy context:
- Insider trading policy strongly discourages hedging, margin purchases, short sales, and transacting in puts/calls; open-market purchases must be held for at least six months—supports alignment .
- No pledging disclosures for Peterson; no related-party transactions reported for the last two fiscal years .
Insider Filings
| Item | Period | Detail |
|---|---|---|
| Section 16(a) compliance | Aug/Sep 2023 | Directors (including Peterson) did not timely file two Form 4s related to grants of options and RSUs—process/control gap to monitor . |
Governance Assessment
-
Strengths:
- Independent director with long tenure (since 2011), regular attendance, and service on the Nominating Committee; Board determined independence under Nasdaq standards .
- Material personal share ownership (10.7%) indicating alignment; policy discourages hedging/shorting and requires minimum holding periods for open-market purchases .
- No related-party transactions disclosed in the last two fiscal years .
-
Watch items / RED FLAGS:
- Section 16 reporting delinquency in 2023 (late Form 4s for option/RSU grants) across multiple directors, including Peterson—suggests administrative weaknesses in insider reporting controls .
- Concentrated family shareholdings with multiple Petersons each reporting >10% beneficial ownership; while independence is affirmed and no related-party transactions are disclosed, concentrated ownership can influence voting dynamics and perceived control. Monitor governance actions and any coordinated filings or proposals from Schedule 13D filers .
- No disclosed performance-based criteria tied to director equity grants; awards are time-based (options/RSUs), which is common but provides less direct pay-for-performance linkage for directors .
Additional context:
- Say-on-Pay advisory vote scheduled in 2025; Board recommends triennial frequency (every three years), consistent with multi-year incentive horizons .