Duaine Espegard
About Duaine C. Espegard
Independent director; age 81; director since 2003 (joined Nodak Mutual Insurance Company board in 2003; NI Holdings board since its 2017 formation). Former CEO of Bremer Bank for over 25 years; ~50 years banking experience; business associates degree from Aakers Business College and attended the Graduate School of Banking at the University of Wisconsin. Current roles at NI Holdings include Audit Committee member and Chair of the Investment Committee; previously chaired Investment (2003–2012) and Audit (2012–2017) committees at the mutual predecessor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bremer Bank | Chief Executive Officer | >25 years prior to 2001 | Led a regional bank; deep finance and risk management expertise |
| Financial institutions (post-retirement) | Consultant | Since 2001 | Advisory work in banking/finance |
| Nodak Mutual Insurance Company | Director | 2003–2017 | Investment Committee Chair (2003–2012); Audit Committee Chair (2012–2017) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nodak Mutual Group, Inc. (parent) | Director | Current | Parent owns ~61% of NI Holdings; directors disclaim beneficial ownership of parent’s shares |
| Nodak Insurance Company (subsidiary) | Director | Current | Subsidiary board service |
| American West Insurance Company (subsidiary) | Director | Current | Subsidiary board service |
| Battle Creek Insurance Company (subsidiary) | Director | Current | Subsidiary board service |
Board Governance
- Committee assignments: Investment Committee Chair; Audit Committee Member; not on Compensation or Nominating & Corporate Governance .
- Independence: Board determined Espegard is independent under Nasdaq standards .
- Attendance and engagement: In 2024, the Board met 19 times; Audit 10; Investment 4; Nominating & Corporate Governance 9; each director attended at least 98% of their meetings; directors encouraged to attend annual meeting (all eight attended in 2024) .
- Executive sessions: Independent directors meet quarterly in executive session without management .
- Ad hoc work: Served on the 2024 CEO Search Committee (disbanded after CEO appointment) .
| Committee | Role | 2024 Meetings Attended (Board-wide) |
|---|---|---|
| Investment | Chair | 4 (committee met 4 times; directors ≥98% attendance) |
| Audit | Member | 10 (committee met 10 times; directors ≥98% attendance) |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 84,000 | 52,020 | — | 136,020 |
- Program structure: Annual board retainer $50,000; $2,500 quarterly per committee membership; additional $1,000 quarterly for committee chairs; $2,500 quarterly to Board Chair; ad hoc committee retainers similarly structured .
- Director equity grants: Annual RSU award targeted at ~$50,000; grants made the day after the annual meeting; RSUs vest at the next annual meeting; deferral allowed via Deferred Compensation Plan .
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|---|
| RSU (Director annual grant) | 05/22/2024 | 3,400 | 52,020 | Vests at 2025 Annual Meeting (May 20, 2025) | Directors may elect to defer receipt; three directors did so for 2024 grants (Espegard’s beneficial ownership footnote indicates inclusion, not deferred) |
- No options or PSUs are granted to directors under the program; RSUs are time-based and settle in stock; dividends on RSUs accrue and pay at vest, subject to forfeiture until vesting .
- Anti-hedging and anti-pledging policy applies to directors; prohibited from hedging or pledging company stock .
Other Directorships & Interlocks
| Entity | Type | Interlock/Relationship | Risk Consideration |
|---|---|---|---|
| Nodak Mutual Group, Inc. | Parent (controlled company) | Espegard is a director; NMG owns ~61% of NI Holdings | Potential influence from parent; NI Holdings does not rely on Nasdaq “controlled company” exemptions |
| CEO Search Committee (ad hoc) | Board committee | Member during 2024 CEO transition | Positive engagement in succession oversight |
No other public company boards are disclosed for Espegard in the proxy biography .
Expertise & Qualifications
- Banking and financial services leadership; ~50 years experience, including >25 years as CEO of Bremer Bank .
- Deep oversight history in investment and audit matters; current Investment Chair; prior Audit Chair at mutual predecessor .
- Education: Business associates degree (Aakers Business College); attended Graduate School of Banking (University of Wisconsin) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Duaine C. Espegard | 21,700 | <1% | Includes 3,400 RSUs vesting on May 20, 2025; not deferred for him per footnote |
| Reference Metric | Value | Source |
|---|---|---|
| Shares outstanding (Record Date) | 20,698,574 | |
| Director Ownership Guideline | 3× annual cash retainer (3 × $50,000 = $150,000) | |
| Approximate market value of Espegard’s shares at 12/31/2024 | ~$340,690 (21,700 × $15.70) | Shares ; Price |
- Alignment: Based on disclosed holdings and 12/31/2024 price, Espegard appears to exceed the 3× retainer stock ownership guideline; the Compensation Committee tracks director compliance annually .
- Hedging/pledging: Prohibited for directors; enhances alignment and reduces risk .
Insider Trades
| Filing Date | Form | Description |
|---|---|---|
| 2024-05-23 | Form 4 | Statement of Changes in Beneficial Ownership (Espegard) |
| 2025 (file link) | Form 4 | Ownership XML indicating a Form 4 filing (Espegard) |
Governance Assessment
- Strengths:
- Independent director with deep finance background; serves as Investment Committee Chair and Audit Committee member; strong attendance (≥98%) and active involvement in CEO succession and investment oversight .
- Ownership alignment: meaningful shareholdings and compliance with robust director ownership guidelines; anti-hedging/pledging and clawback policies in place .
- Board governance practices include quarterly executive sessions, independent committee chairs, and use of independent advisors; NI Holdings avoids using “controlled company” exemptions despite 61% parent ownership .
- Potential risks and RED FLAGS:
- Parent-company interlock: Espegard’s role on Nodak Mutual Group’s board alongside other NI directors within a controlled company structure may introduce perceived influence conflicts; Board states it does not rely on governance exemptions, but investors should monitor related-party dynamics and director independence rigor over time .
- Compensation oversight signal: In 2024, the Compensation Committee and Board approved adjustments that excluded the non-standard auto segment from STIP metrics, materially improving combined ratio (98.5% unadjusted to 89.4% adjusted) and premium growth (3.4% to 8.8%); while rationale is disclosed, discretion of this magnitude warrants continued scrutiny of performance-linked pay rigor .
- Overall view: Espegard brings seasoned financial oversight and consistent engagement, with clear alignment through ownership and policy constraints; primary governance watchpoint is managing potential influence from the parent mutual group while maintaining robust independent committee processes .