William Devlin
About William R. Devlin
Independent, non-executive director of NI Holdings, Inc. (NODK). Age 77. Director since 2003 at Nodak Mutual Insurance Company and on NI Holdings’ board since its creation in March 2017. Current roles include Vice Chairperson of Nodak Mutual Group, Inc. and director of Nodak Insurance Company, American West Insurance Company, and Battle Creek Insurance Company. Chair of the Nominating & Corporate Governance Committee. Background includes 36 years in public service (ND House of Representatives, including Speaker) and over 30 years as CEO of family-owned newspaper corporations in ND and MN. Classified as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| North Dakota House of Representatives | State Legislator; Speaker | 23 years in state legislature (part of 36 years public service) | Chaired/vice-chaired legislative committees at state and national levels |
| Steele County (ND) | County Commissioner | 13 years | – |
| Family-owned newspaper corporations (ND & MN) | Chief Executive Officer | 30+ years | Led printing/publishing businesses; industry leadership roles |
| North Dakota Newspaper Association | State President | Not disclosed | – |
| Society of Professional Journalists | State President | Not disclosed | – |
| North Dakota Newspaper Foundation | Board Member | Not disclosed | – |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Nodak Mutual Group, Inc. (parent; ~61% owner of NODK) | Vice Chairperson | Controlled parent owns ~61% of NODK; directors/officers disclaim beneficial ownership of parent-held shares |
| Nodak Insurance Company | Director | Subsidiary board service |
| American West Insurance Company | Director | Subsidiary board service |
| Battle Creek Insurance Company | Director | Subsidiary board service |
Board Governance
- Committee assignments (current): Compensation Committee (member), Investment Committee (member), Nominating & Corporate Governance Committee (Chair); independent director under Nasdaq standards.
- Ad hoc work: Member of 2024 CEO Search Committee (disbanded after CEO appointment) and ongoing Strategic Planning Committee.
- Board leadership: Independent Board Chair (Aasmundstad); CEO is a director; four standing committees chaired by independent directors. Quarterly executive sessions of independent directors.
- Attendance and engagement: In 2024 the Board met 19 times; Audit 10; Compensation 7; Investment 4; Nominating 9; each director attended at least 98% of applicable meetings; all eight directors attended the 2024 annual meeting.
- 2025 election support: William R. Devlin received 16,146,207 For and 2,567,225 Withheld votes (broker non-votes 876,915), implying ~86% For on votes cast.
- Say-on-pay 2025: Approved with 18,127,743 For, 402,553 Against, 183,136 Abstentions (broker non-votes 876,915).
Fixed Compensation (Director)
Program structure and 2-year detail:
- Cash retainers: $50,000 annual board retainer; $2,500 quarterly per committee membership; +$1,000 quarterly for committee chairs; +$2,500 quarterly for Board Chair; similar retainers applied for ad hoc committees.
- Devlin cash fees:
- 2024: $99,000
- 2023: $69,000
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 99,000 | Includes committee retainers; reflects active ad hoc engagement structure in 2024 |
| 2023 | 69,000 | Standard board and committee retainers |
Performance Compensation (Director)
- Equity grants are time-based RSUs (no performance conditions), targeted at ~$50,000 annually, vesting at the next annual meeting; directors may elect to defer receipt of vested shares. No options granted to directors.
- Devlin equity awards:
- 2024 grant: 3,400 RSUs; grant-date fair value $52,020; vest at May 20, 2025 annual meeting.
- 2023 grant: 3,800 RSUs; grant-date fair value $51,566; vested at May 21, 2024 annual meeting.
| Year | RSUs (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| 2024 | 3,400 | 52,020 | Vest at 2025 annual meeting; deferral election available |
| 2023 | 3,800 | 51,566 | Vested at 2024 annual meeting; deferral election available |
Compensation mix and YoY shift:
- 2024: Cash $99,000 (65.6%), Equity $52,020 (34.4%)
- 2023: Cash $69,000 (57.2%), Equity $51,566 (42.8%)
Other Directorships & Interlocks
- Parent interlock: Devlin serves on the board of Nodak Mutual Group, Inc., which owns ~61% of NODK. The parent relationship is disclosed; directors and officers of the parent disclaim beneficial ownership of parent-held NODK shares. Structural control by parent is a governance consideration.
- Related party context: Royalties paid to North Dakota Farm Bureau for trademark use ($1,662,000 in 2024; $1,617,000 in 2023); NODK director Jeffrey R. Missling is EVP of North Dakota Farm Bureau. No other related party transactions >$120,000 since Jan 1, 2024.
Expertise & Qualifications
- Governance: Chair of Nominating & Corporate Governance Committee.
- Public policy & oversight: Former ND House Speaker and long-tenured legislator, with chair/vice-chair roles on legislative committees.
- Business operations: CEO of family-owned newspaper corporations for 30+ years; leadership in state journalism associations and foundations.
Equity Ownership
- Beneficial ownership at 2025 record date (March 31, 2025): 26,300 shares; includes 3,400 RSUs vesting May 20, 2025; less than 1% of outstanding. Shares outstanding: 20,698,574. Approximate ownership ~0.13% (26,300/20,698,574).
- Beneficial ownership at 2024 record date (April 1, 2024): 22,900 shares; includes 3,800 RSUs vesting May 21, 2024; less than 1% of outstanding. Shares outstanding: 20,629,454. Approximate ownership ~0.11% (22,900/20,629,454).
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3× annual cash retainer within 5 years; anti-hedging and anti-pledging policies apply. Compliance is tracked annually (individual status not disclosed).
| As of | Beneficial Shares | RSUs Included (vesting) | Shares Outstanding | % of Outstanding |
|---|---|---|---|---|
| 3/31/2025 | 26,300 | 3,400 | 20,698,574 | ≈0.13% (calc) |
| 4/1/2024 | 22,900 | 3,800 | 20,629,454 | ≈0.11% (calc) |
Note: Percentages are calculated from cited beneficial shares and total shares outstanding.
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance; member of Compensation and Investment Committees, indicating strong governance involvement.
- High engagement: 2024 attendance ≥98% across Board/committee meetings; Board met 19 times in 2024; directors attended the 2024 annual meeting.
- Shareholder alignment structures: Annual director RSUs; stock ownership guidelines (3× retainer); anti-hedging/anti-pledging and clawback policy framework at the company.
- Independent compensation consultant (Meridian) with no other services; committee independence affirmed; no interlocks disclosed.
-
Watch items / potential red flags
- Controlled company structure: Parent (Nodak Mutual Group, Inc.) owns ~61% of NODK and Devlin sits on the parent’s board; while NODK states it does not rely on controlled-company exemptions and directors are independent under Nasdaq, parent control can concentrate influence.
- Director equity is time-based (RSUs) with no performance conditions; mix shifted to a higher cash share in 2024 for Devlin (65.6% cash vs 34.4% equity) from 2023 (57.2%/42.8%), marginally reducing at-risk alignment.
- Related-party ecosystem: Ongoing trademark royalty to North Dakota Farm Bureau (where another NODK director is EVP) could pose perceived conflicts; Audit Committee oversees related-party transactions and none beyond this were disclosed over the threshold since Jan 1, 2024.
-
Shareholder sentiment
- 2025 say-on-pay passed strongly (18,127,743 For, 402,553 Against, 183,136 Abstentions; broker non-votes 876,915), indicating support for compensation governance.
- 2025 director vote for Devlin: 16,146,207 For vs 2,567,225 Withheld (broker non-votes 876,915), implying ~86% support on votes cast.
Notes on Unavailable Items
- No director-specific performance-based pay metrics (directors receive time-based RSUs only).
- No Devlin-specific related-party transactions beyond parent board service disclosed.
- Insider Form 4 trading detail not disclosed in the proxy and not retrieved here; beneficial ownership is presented from proxy tables.