Donald Siecke
About Donald E. Siecke
Independent director of Lifeloc Technologies (LCTC) since January 18, 2016; age 85 as of April 30, 2025. Former CPA with deep finance and accounting background; longtime president of Kelmore Development Corp. The board has determined he is independent and an “audit committee financial expert” under SEC rules. He serves on LCTC’s Audit Committee. Education: BS in Business Administration (Accounting), University of Denver (1961) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed/Colorado | Certified Public Accountant | 1963–1976 | Finance/accounting expertise foundation |
| Kelmore Development Corp. | President | 1981–present | Real estate development leadership |
| Redstone Bank (Colorado) | Director, co‑founding director (former) | Not disclosed | Banking governance experience |
| Various private companies, metropolitan districts, charitable organizations | Director (private) | Not disclosed | Governance roles outside public markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed in LCTC proxies |
| Private companies and nonprofits | Director (various) | Not disclosed | As disclosed in biography |
Board Governance
- Independence and roles: Siecke is an independent director; member of the Audit Committee; designated “audit committee financial expert” by the board .
- Committee structure:
- Audit Committee: Comprised of Siecke and Adam Kashenberg; met four times in 2024; both members deemed independent and financial experts .
- Compensation: No standing compensation committee; the full board reviews/approves executive pay; no compensation consultant used .
- Nominating: No standing nominating committee; the full board acts as nominating body .
- Attendance/engagement:
- 2024: Board met 4 times and executed 3 written consents; each director attended ≥75% of board and committee meetings; all attended the 2024 annual meeting .
- 2023: Board met 3 times; each director attended ≥75%; all attended the 2023 annual meeting .
- Shareholder support:
- 2025 Annual Meeting: Siecke received 2,136,243 votes “For”, 299 “Withheld” (no broker non-votes applicable to his line) .
- 2024 Annual Meeting: Siecke received 1,959,965 “For”, 0 “Withheld” .
- 2023 Say-on-Pay (advisory): 1,858,607 For; 32,414 Against; 1,572 Abstain (strong support) .
Fixed Compensation (Director)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $1,500 | $1,500 | $1,500 |
| Stock/Option Awards | None | None; each non-employee director held 1,000 unexercised options at 12/31/2023 | None; no non-employee directors held unexercised options at 12/31/2024 |
| Meeting/Committee/Chair fees | Not disclosed | Not disclosed | Not disclosed |
Notes:
- The company reports no equity, non-equity incentives, deferred comp, or other pay for directors in these periods; option grants to directors are at board discretion .
Performance Compensation (Director)
| Component | Disclosed? | Details |
|---|---|---|
| Performance-based cash bonus | No | No non-equity incentive plan comp disclosed for directors |
| Equity with performance metrics (PSUs/TSR/etc.) | No | No director stock awards disclosed |
| Options tied to performance | No | None disclosed; directors had legacy options in prior years, but no unexercised options at 12/31/2024 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Redstone Bank (Colorado) | Private | Former Director; co‑founding director | Banking; no LCTC transactional tie disclosed |
| Various private companies & districts | Private | Director | Not specified |
No current public company directorships are disclosed for Siecke in LCTC filings .
Expertise & Qualifications
- Financial/accounting: Former CPA; board-designated “audit committee financial expert” .
- Management: President of a real estate development firm since 1981; finance/management skillset cited by the board .
- Industry: Governance and oversight experience across private companies, districts, and nonprofits .
Equity Ownership
| As of Record Date | Direct Shares | Indirect Interests | Options Exercisable within 60 Days | % of Class |
|---|---|---|---|---|
| March 31, 2025 | 1,000 | EDCO Partners LLLC holds 474,537 on his behalf and 79,815 for Fruhling Family LLC (Siecke managing partner); he disclaims beneficial ownership of EDCO-held shares except for pecuniary interest (no voting/investment power) | Not disclosed; not included in footnote (directors had no unexercised options at 12/31/2024) | <1% (outstanding shares: 2,752,616) |
Context vs prior year:
- April 24, 2024: No direct shares; EDCO LLLC held 337,490 on his behalf and 122,805 for Siecke Fruhling Investment Co.; includes options to purchase 1,000 shares within 60 days (i.e., legacy director options) .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Ownership After | Direct/Indirect | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-04-18 | 2025-02-28 | Purchase | 16,000 | 3.80 | 554,352 | Indirect | https://www.sec.gov/Archives/edgar/data/1493137/000107997325000663/0001079973-25-000663-index.htm |
| 2025-03-04 | 2025-02-28 | Option Exercise (M) | 1,000 | 3.80 | 1,000 | Direct | https://www.sec.gov/Archives/edgar/data/1493137/000107997325000346/0001079973-25-000346-index.htm |
| 2025-03-04 | 2025-02-28 | Option (grant/derivative unwind) | (1,000) | 3.80 | 0 options | Direct | https://www.sec.gov/Archives/edgar/data/1493137/000107997325000346/0001079973-25-000346-index.htm |
| 2024-07-25 | 2024-07-23 | Purchase | 78,057 | 3.80 | 538,352 | Not listed | https://www.sec.gov/Archives/edgar/data/1493137/000107997324001108/0001079973-24-001108-index.htm |
| 2025-04-18 | 2019-10-02 | Purchase | 9,347 | 1.57 | 460,295 | Indirect | https://www.sec.gov/Archives/edgar/data/1493137/000107997325000661/0001079973-25-000661-index.htm |
Notes:
- Company disclosures confirm February 2025: two directors exercised 1,000 options each amid a broader 88,500-share option exercise facilitated partly by EDCO Partners LLLP (see related-party section) .
Related-Party and Conflict Indicators
- EDCO Partners LLLP—control and financing:
- Ownership concentration: EDCO Partners LLLP beneficially owned 2,100,119 shares (76.3%) as of March 31, 2025; CFO/Chairman Vern D. Kornelsen is General Partner .
- Private placement: In July 2024, LCTC sold 210,000 shares to EDCO Partners LLLP at $3.80 ($798,000 proceeds) .
- Option exercise facilitation: In Feb 2025, EDCO Partners LLLP provided ~$132,240 to enable 19 option holders to exercise and simultaneously sell shares to EDCO, “to be held on behalf of certain limited partners,” including a third director and an entity controlled by the CFO/Chair; two directors exercised 1,000 options each .
- Board composition/family ties: Michael J. Kornelsen (director) is the son of CFO/Chairman Vern D. Kornelsen .
- Debt/warrants linkages: A $75,000 subordinated debenture was issued in March 2025 to a party who is also a limited partner in EDCO Partners LLLP; warrants issued in connection .
- Beneficial ownership via EDCO on Siecke’s behalf: EDCO LLLC holds shares on behalf of Siecke; he disclaims voting/investment power and beneficial ownership except to pecuniary interest .
RED FLAGS
- Concentrated control by EDCO (76%+) with CFO/Chair as GP; multiple related-party capital transactions (private placement; option exercise funding), raising minority shareholder protection concerns .
- Father–son directors (Vern and Michael Kornelsen) on the board may impair perceived independence; no standing compensation committee (full board sets pay) .
- EDCO holds shares on behalf of directors/insiders, including on Siecke’s behalf, which—while disclaimed—creates optics of interlinked economic interests .
Governance Assessment
Positives:
- Independence and expertise: Siecke is independent and an audit committee financial expert; Audit Committee met regularly and interacts with external auditors; strong shareholder support in elections .
- Attendance: Consistent compliance with ≥75% attendance; all directors attended recent annual meetings .
Concerns:
- Related-party footprint and control: EDCO’s dominant stake, financing role, and exercises arrangement—in conjunction with the CFO/Chair’s dual role—pose governance and conflict risks for minorities. The presence of a related EDCO limited partner as debenture holder adds complexity .
- Committee structure: Lack of a dedicated compensation committee and reliance on full board oversight may dilute independent challenge on executive pay, especially given insider control dynamics .
Implications for investors:
- Monitor transactions involving EDCO and affiliates for pricing/fairness and board process rigor (e.g., recusal, independent review).
- Track audit committee vigilance, auditor interactions, and any changes to committee independence or composition.
- Consider minority protections given ownership concentration and related-party financing patterns.
Appendices
Director Compensation (Non-Employee Directors) – Context
| Year | Siecke Fees ($) | Notes |
|---|---|---|
| 2022 | 1,500 | Each non-employee director held 1,000 unexercised options |
| 2023 | 1,500 | Each non-employee director held 1,000 unexercised options |
| 2024 | 1,500 | No non-employee directors held unexercised options at year-end |
Audit Committee Statement (2024)
- Audit Committee (Siecke, Kashenberg) recommended inclusion of audited financial statements in the Annual Report after discussions with auditors on scope, internal controls, and reporting quality .
Board and Ownership Snapshot (2025)
- Board slate and ages (as of April 30, 2025): Siecke (85); roles include two audit members (Siecke, Kashenberg) .
- Ownership table (as of Mar 31, 2025): Siecke 1,000 direct; EDCO 2,100,119 (76.3%); Vern D. Kornelsen 2,134,245 (77.5%) including EDCO .