Jeffrey Missling
About Jeffrey R. Missling
Independent director at NI Holdings (NODK); age 54 in 2025; director since 2016 (initially on Nodak Mutual Insurance Company’s board). Executive Vice President and Chief Executive Officer of the North Dakota Farm Bureau since 2005. Education: B.S. in Agricultural Business Management (South Dakota State University) and M.S. in International Management (University of Maryland). Past member of the Minneapolis Federal Reserve Bank’s Advisory Council on Agriculture. Tenure on NODK board: 2016–present.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Dakota Farm Bureau | Executive Vice President and Chief Executive Officer | Since 2005 | Leads the statewide agricultural member organization; role creates a related-party linkage to Nodak’s trademark royalty arrangement |
| Rhone Poulenc Ag Company; Cargill | Agriculture-related employment | Not disclosed | Industry-side experience supporting ag constituents |
| University of Minnesota Extension Service | Agriculture-related employment | Not disclosed | Extension and outreach exposure |
| Minnesota Farm Bureau Federation | Agriculture-related employment | Not disclosed | Member-focused policy/operations exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minneapolis Federal Reserve Bank | Advisory Council on Agriculture – past member | Not disclosed | Regional ag policy advisory exposure |
Board Governance
- Committee assignments: Not listed on standing committees (Audit, Compensation, Investment/Nominating) in 2025; member of ad hoc Strategic Planning Committee (with Aasmundstad, Devlin) chaired by Mathew. No chair roles.
- Independence: Not independent under Nasdaq rules due to role with North Dakota Farm Bureau; only Daggett (CEO) and Missling are non-independent.
- Attendance and engagement: Board met 19 times in 2024 (Audit 10; Compensation 7; Investment 4; Nominating 9; CEO Search 3; Strategic Planning 3). Each director attended at least 98% of applicable meetings in 2024; in 2023, attendance was 100%.
- Elections and shareholder support: Re-elected May 20, 2025 (Votes For 16,312,236; Withheld 2,401,196). Say‑on‑pay support 2025: For 18,127,743; Against 402,553; Abstain 183,136.
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Fees earned (cash) – 2024 | $60,000 | |
| Stock awards (RSUs) – 2024 | $52,020 (3,400 RSUs) | |
| Total – 2024 | $112,020 | |
| Annual director cash retainer (policy) | $50,000 | |
| Committee member retainer (per quarter) | $2,500 | |
| Committee chair retainer (per quarter) | $1,000 | |
| Board chair retainer (per quarter) | $2,500 | |
| Ad hoc committee compensation | Similar structure to standing committees |
Narrative signals:
- Equity grants are time‑based RSUs with annual grant targeted at ~$50,000, vesting at the next annual meeting; directors may elect deferral under the Deferred Compensation Plan. No stock options granted/planned in 2024.
Performance Compensation
- No director performance-linked pay disclosed; annual RSUs are service‑based (vest at next annual meeting). Company does not grant options/SARs to directors.
| Grant Type | Grant Date | Shares | Grant‑date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| Director RSUs | 2024 (day after annual meeting) | 3,400 | $52,020 | Vests at 2025 annual meeting (May 20, 2025) |
Other Directorships & Interlocks
- No current public company boards disclosed for Missling.
- Interlock/Related party: NI Holdings pays royalties to North Dakota Farm Bureau for trademark usage ($1,617,000 in 2023; $1,382,000 in 2022); Missling is NDFB’s EVP/CEO. Audit Committee reviews related party transactions.
Expertise & Qualifications
- Deep agricultural industry background (farm upbringing; roles across ag corporates, extension service, and farm bureau organizations). Management and stakeholder engagement credentials aligned to NODK’s regional customer base.
Equity Ownership
| As‑of | Beneficial Shares | Notes | Ownership % of Outstanding | Source |
|---|---|---|---|---|
| April 1, 2024 (record date) | 18,900 | Includes 3,800 RSUs to vest May 21, 2024 | 0.0916% (18,900 / 20,629,454) | |
| Form 4 – May 22, 2024 | +3,400 awarded (post‑txn holdings 23,800) | Director RSU award | n/a | |
| Form 4 – May 21, 2025 | +3,924 awarded (post‑txn holdings 27,724) | Director RSU award | n/a |
Vesting/pledging/hedging policies:
- Company prohibits pledging and hedging for senior leadership; maintains insider trading policy and clawback, plus director stock ownership guidelines (3× annual cash retainer). Individual compliance status not disclosed.
Governance Assessment
- Independence and conflicts: Missling is not independent due to his senior role at North Dakota Farm Bureau, which receives material royalties from Nodak’s policies; this is a material related‑party linkage and a potential conflict of interest for a director. RED FLAG. Governance mitigants include Audit Committee oversight of related party transactions.
- Committee influence: Not on Audit or Compensation; presence on Strategic Planning ad hoc committee implies involvement in long-term strategy while non‑independent. This limits direct influence over pay/controls but raises oversight optics.
- Attendance/engagement: Strong attendance (≥98% in 2024; 100% in 2023), indicating active participation. Positive governance signal.
- Pay/ownership alignment: Modest director pay and annual RSUs with near‑term vesting; beneficial ownership levels are small versus total outstanding, though annual RSU accretion continues. Ownership guidelines exist (3× retainer), but compliance is not disclosed. Mixed alignment signal.
- Market/Shareholder signals: Re-elected in 2025 with ~16.3M for votes; say‑on‑pay support remained strong in 2025 (18.1M for), indicating overall investor confidence in compensation governance despite related‑party optics.
Overall: Strong engagement and limited committee control reduce immediate governance risk; however, the NDFB royalty relationship combined with non‑independent status is a visible conflict that warrants continued Audit Committee oversight and transparent recusals on any matters touching NDFB. RED FLAG on related‑party exposure.