Prakash Mathew
About Prakash Mathew
Prakash Mathew, age 76, has served as an independent, non‑executive director of NI Holdings, Inc. since February 2023. He is a member of the Investment Committee and the Nominating & Corporate Governance Committee, and chairs the ad hoc Strategic Planning Committee. Mathew holds a B.S. from the University of Allahabad and an M.S. in Education (Counseling & Guidance) from North Dakota State University; he retired as NDSU’s Vice President for Student Affairs after a 38‑year career in higher education leadership. Each director, including Mathew, attended at least 98% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Dakota State University (NDSU) | Vice President for Student Affairs; VP Emeritus; Interim Director of Athletics | VP: 2006–2014; Interim AD post‑2014 | Senior leadership of large public institution; student affairs governance and operations |
| Mankato State University | Student Affairs roles | Prior to NDSU | Higher‑ed administration experience |
| Thrivent Financial, Northland Region | Director | 2014–2023 | Regional board governance; financial services perspective |
| Fargo Public Library | Director; President | 2000–2007; President 2006–2007 | Local public governance; board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cass County Jail Chaplaincy Program | Community service | Current | Community engagement |
| City of Fargo Renaissance Zone Authority | Member | Current | Municipal development oversight |
| Nodak Insurance Company (subsidiary) | Director | Current | Subsidiary board service |
| American West Insurance Company (subsidiary) | Director | Current | Subsidiary board service |
Board Governance
- Independence: The Board determined all directors except CEO Seth C. Daggett and Jeffrey R. Missling are independent under Nasdaq rules; Mathew is independent. The Audit, Compensation, and Nominating & Governance Committees comprise only independent directors. Executive sessions of independent directors occur quarterly.
- Committee assignments and chair roles (as of the 2025 proxy):
- Investment Committee: Member
- Nominating & Corporate Governance Committee: Member
- Strategic Planning Committee (ad hoc): Chair; continues in service (members: Aasmundstad, Devlin, Missling)
- Engagement and attendance: In 2024, the Board met 19 times; Audit (10), Compensation (7), Investment (4), Nominating & Governance (9), CEO Search (3), Strategic Planning (3). Each director attended at least 98% of Board and applicable committee meetings; all eight directors attended the 2024 Annual Meeting.
- Election results (May 20, 2025): Mathew received 16,187,159 votes For; 2,526,273 Withheld; 876,915 broker non‑votes.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee directors) | $50,000 cash | Paid for Board service |
| Quarterly committee member retainer | $2,500 per committee | Applies to standing committees |
| Quarterly committee chair retainer | $1,000 per committee chair | Audit, Compensation, Nominating & Governance, Investment |
| Quarterly Board Chair retainer | $2,500 | For Board Chair |
| Ad hoc committee retainers | Additional amounts structured similarly to standing committees | Includes CEO Search and Strategic Planning Committees |
| 2024 Fees Earned by Prakash Mathew | $84,000 | Includes Board/committee/ad hoc retainers |
| 2024 All Other Compensation (Mathew) | — | None |
Performance Compensation
| Equity Grant | Type | Grant Size | Grant Date Fair Value | Vesting | Deferral | Notes |
|---|---|---|---|---|---|---|
| 2024 Director Equity | RSUs | 3,400 units per non‑employee director | $52,020 | Vests at the 2025 Annual Meeting (May 20, 2025) | Three directors elected to defer receipt; Mathew’s beneficial ownership excludes 3,400 deferred RSUs | Company does not grant stock options/SARs; no option timing policy needed |
No performance‑conditioned metrics (e.g., TSR, EBITDA) are disclosed for director equity; RSUs are service‑based. The Compensation Committee uses Meridian to review non‑employee director pay; following the 2024 review, no changes were made.
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Thrivent Financial, Northland Region | No (fraternal/financial) | Former Director (2014–2023) | None disclosed |
| Fargo Public Library | No | Former Director/President | None |
| Subsidiaries: Nodak Insurance Co.; American West Insurance Co. | No (subsidiaries) | Director | Internal to group |
Related‑party context: The Company pays royalties to the North Dakota Farm Bureau ($1,662,000 in 2024; $1,617,000 in 2023), and director Jeffrey R. Missling serves as EVP of the NDFB. Apart from this arrangement, no transactions >$120,000 with related persons since Jan 1, 2024 were disclosed. Mathew has no disclosed related‑party transactions.
Expertise & Qualifications
- Higher‑education executive leadership and community governance experience; strategic planning leadership as chair of the Strategic Planning Committee.
- Independent director; contributes to board oversight and governance standards through service on Nominating & Corporate Governance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding/Deferred | Notes |
|---|---|---|---|---|
| Prakash Mathew | 3,800 | <1% | 3,400 RSUs vesting May 20, 2025; receipt deferred | Company had 20,698,574 shares outstanding as of record date |
Stock Ownership Guidelines (non‑employee directors): Market value equal to 3× annual base cash retainer; five years from appointment to comply (Mathew appointed Feb 2023, implying compliance window through 2028). Anti‑hedging and anti‑pledging prohibitions apply to directors. Compliance status for Mathew is not disclosed; the Compensation Committee tracks ownership annually.
Insider filings compliance: Section 16(a) late filings in 2024 were limited to specified executives (Alexander, Daggett, Duncan); Mathew was not cited for late filings.
Governance Assessment
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Strengths:
- Independence and high engagement (≥98% attendance); active roles on Nominating & Governance and Investment committees; chairs Strategic Planning, signaling meaningful board contribution.
- Equity alignment via annual RSUs and ownership guidelines (3× retainer), with anti‑hedging/pledging protections.
- Shareholder support: 2025 election results show strong “For” votes for Mathew (16.19M), consistent with broad support across the slate; say‑on‑pay passed comfortably.
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Watch‑items/RED FLAGS (contextual):
- Controlling shareholder: Nodak Mutual Group owns ~61%, which can limit minority investor influence; multiple directors serve on NMG’s board, though no direct conflict tied to Mathew was disclosed.
- Related‑party royalty with North Dakota Farm Bureau and presence of an NDFB executive on the Board (Missling) requires continued oversight; Mathew’s Strategic Planning role should maintain independence in strategy deliberations.
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Compensation structure quality:
- Director pay is modest and primarily fixed retainers plus service‑based RSUs; no options, gross‑ups, or repricings; clawback and ownership policies in place for executives, and anti‑hedging/pledging extend to directors.
Overall, Mathew’s profile reflects an independent, engaged director with community and governance expertise, appropriate committee responsibilities, and standard director equity alignment, with no disclosed conflicts or Section 16 issues. Continued monitoring of controlling‑shareholder dynamics and NDFB‑related transactions remains prudent.