Dave Stende
About Dave Stende
Independent director (age 65) appointed in March 2025, effective April 1, 2025; designated Audit Committee financial expert and expected to become Audit Committee Chair after the 2025 Annual Meeting . Former CEO (2013–2022) and COO (2006–2013) of Eide Bailly; previously audit partner (1982–2006) . B.S. in Business Administration and Accounting, University of North Dakota; Certified Public Accountant .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eide Bailly LLP | Chief Executive Officer | 2013–Apr 2022 | Led firm; oversight of audit quality and operations |
| Eide Bailly LLP | Chief Operating Officer | 2006–2013 | Managed firm operations |
| Eide Bailly LLP | Audit Partner | 1982–2006 | Served public and non‑public companies; deep audit expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eide Bailly LLP | Board member (as CEO) | 2013–Apr 2022 | Governance experience at a large public accounting firm |
Board Governance
- Committee assignments: Audit Committee member and audit committee financial expert; Board expects Stende will serve as Audit Committee Chair following the 2025 Annual Meeting .
- Independence: Board determined Stende is independent under Nasdaq rules; all Audit Committee members are independent .
- Attendance context: In 2024, Board met 19 times; each director attended at least 98% of Board/committee meetings; non‑employee directors meet in quarterly executive sessions .
- Controlled company context: Nodak Mutual Group owns ~61%; the Board does not rely on governance exemptions despite controlled status .
| Governance Item | Detail |
|---|---|
| Board/Committee meetings (2024) | Board 19; Audit 10; Compensation 7; Investment 4; Nominating & Governance 9; CEO Search 3; Strategic Planning 3 |
| Executive sessions | Quarterly meetings of independent directors without management |
| Audit Committee oversight | Includes selection/oversight of auditors; related‑party transaction review; ERM oversight |
| Auditor inspection note | Forvis Mazars 2023 PCAOB inspection had 9 public findings and 1 ICFR opinion change; Audit Committee monitoring remediation |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Non‑employee directors |
| Committee membership retainer | $2,500 per quarter per committee | Paid for each committee |
| Committee chair retainer | +$1,000 per quarter | Audit, Compensation, Nominating & Governance, Investment |
| Board Chair retainer | +$2,500 per quarter | Board Chair only |
| Ad hoc committees | Similar quarterly structure | CEO Search, Strategic Planning in 2024 |
Performance Compensation
| Item | Policy/Use for Directors |
|---|---|
| Performance‑based cash/PSUs | Not disclosed/applicable for directors; director equity is time‑based RSUs vesting at next annual meeting |
| Equity grant cadence | Annual RSUs targeted at $50,000; granted the day after each annual meeting; vest on next annual meeting date |
| Deferral program | Directors may elect to defer receipt of RSU shares under Deferred Compensation Plan |
Other Directorships & Interlocks
- Related‑party and interlocks: Appointment 8‑K states no family relationships and no transactions requiring Item 404(a) disclosure for Stende . Only disclosed related‑party transactions involve royalties to North Dakota Farm Bureau, where another director (Missling) is an officer; no Stende involvement .
Expertise & Qualifications
- CPA and former audit partner; deemed Audit Committee financial expert .
- Senior leadership and governance experience at a major accounting firm (CEO/COO) .
- Independence under Nasdaq listing standards .
Equity Ownership
| Holder | Shares Beneficially Owned (Record Date) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dave Stende (as of 3/31/2025 record date) | — | <1% | New director; no RSUs counted at record date if deferred or not yet granted |
| Shares outstanding (Record Date) | 20,698,574 | — | Denominator for ownership calculations |
| Post‑meeting Form 4 position | 3,924 shares after award on 5/21/2025 [Form 4 URL] | ~0.019% (3,924/20,698,574) | Award/acquisition; direct ownership as director [Form 4 URL] |
- Ownership guidelines: Non‑employee directors must hold stock equal to 3x annual cash retainer; five years to comply; hedging and pledging prohibited for directors and officers .
Insider Trades
| Filing Date | Transaction Date | Form | Type | Security | Shares Transacted | Price | Post‑Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|---|
| 2025‑04‑01 | 2025‑04‑01 | 3 | Initial statement | — | — | — | — | https://www.sec.gov/Archives/edgar/data/1681206/000117494725000457/0001174947-25-000457-index.htm |
| 2025‑05‑23 | 2025‑05‑21 | 4 | A (Award) | Common Stock | 3,924 | $0.00 | 3,924 | https://www.sec.gov/Archives/edgar/data/1681206/000117494725000852/0001174947-25-000852-index.htm |
Governance Assessment
- Positives: Independent CPA with deep audit leadership; designated Audit Committee financial expert and expected Audit Chair—supports robust financial oversight . No related‑party ties or conflicts disclosed for Stende; strong Board culture on independence (committees entirely independent) and quarterly executive sessions; high 2024 attendance rates signal engaged board .
- Watch items: Controlled company structure (61% parent ownership) can concentrate voting power; Audit Committee should closely monitor auditor remediation given PCAOB inspection findings; Compensation Committee exercised discretion to adjust 2024 STIP metrics—ongoing scrutiny of pay‑for‑performance alignment warranted .
- Shareholder signals: 2025 director election support for Stende (17,101,524 for; 1,611,908 withheld) and strong say‑on‑pay approval (18,127,743 for; 402,553 against; 183,136 abstain) indicate investor confidence at the last meeting .
Appendix: Director Compensation Program (context for Stende starting in 2025)
| Year | Name | Fees Earned (Cash) | Stock Awards (RSUs) | All Other | Total |
|---|---|---|---|---|---|
| 2024 (pre‑appointment) | Stende | — | — | — | — |
| Program terms | — | $50,000 annual cash retainer; $2,500/quarter per committee; +$1,000/quarter for committee chairs; +$2,500/quarter Board Chair | Annual RSUs targeted $50,000; grant day after annual meeting; vest at next annual meeting; deferral election available | Ad hoc committee retainers similar structure | — |
RED FLAGS: None disclosed for Stende (no Item 404 related‑party transactions; independent). Sector‑specific risk oversight remains key due to auditor inspection findings; as incoming Audit Chair, Stende’s engagement with remediation and ERM will be a focal point for investors .
Say‑on‑Pay & Voting Outcomes (2025): Stende elected; votes for 17,101,524; withheld 1,611,908; broker non‑votes 876,915. Say‑on‑pay approved; 18,127,743 for; 402,553 against; 183,136 abstain; broker non‑votes 876,915 .