Bill Otis
About Bill D. Otis
Bill D. Otis is an independent director of Nuvera Communications, Inc., serving since 2016 and standing for re‑election in 2025; he is 67 years old . He is a graduate of Winona State University with bachelor’s degrees in accounting and business administration . Otis is Nuvera’s former President and CEO (retired 2019) with 45+ years in communications; during his tenure Nuvera rebranded from New Ulm Telecom to Nuvera in 2018 . All seven current directors meet SEC/Nasdaq independence criteria; independent directors hold regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvera Communications, Inc. | President & CEO; previously Controller | Controller from 1979; CEO from 1982; retired 2019 | Led rebrand to Nuvera in 2018; revenues grew from $3.65M (1982) to $64.9M (2019) |
| Nuvera Communications, Inc. | Director | Since 2016; current term expires 2025 | Executive Committee member; Ad‑Hoc Long‑Term Strategy Committee (2021) |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Alliance Bank | Board Chair; member | Current | Senior Executive, Audit, and Compensation committees |
| Broadband Visions, LLC | Chair | Past | Leadership role |
| Independent Emergency Services, LLC | Chair | Past | Leadership role |
| Southern Minnesota Broadband, LLC | Chair | Past | Leadership role |
| Hector Communications Corporation | Chair | Past | Leadership role |
| Midwest Wireless, LLC | Chair | Past | Leadership role |
| FiberComm, LC | Board Member | Past | Telecommunications industry role |
| Minnesota Telecom Alliance; OPASTCO; USTA; Cellular 2000; Switch 2000 | Board/Member | Past | Industry governance involvement |
| New Ulm Chamber; New Ulm EDC; United Way (New Ulm); Ducks Unlimited (local) | Board/Member | Past | Community leadership |
| NTCA Governance Advisory Committee | Member | Past | Governance advisory role |
| Minnesota Business Hall of Fame | Inductee | 2020 | Recognition of lifetime achievement |
Board Governance
- Committee assignments: Executive Committee member; Executive Committee (James J. Seifert, Chair; members Dennis E. Miller and Bill D. Otis) held two meetings in 2024 .
- Independence: All seven directors meet SEC/Nasdaq Rule 5605(a)(2) independence; Board Chair must be independent per policy; CEO is not a director .
- Attendance: Board held twelve regular and one special meeting in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Executive sessions: Independent directors regularly meet in executive sessions without management present .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $25,000 | Standard for 2023–2024 director terms |
| Annual equity retainer | $40,000 | Paid in Company stock; all shares vest at issuance |
| Committee meeting retainers (Audit) | $6,500 | Applicable to Audit Committee members; Otis not listed as member |
| Committee meeting retainers (Compensation) | $5,000 | Applicable to Compensation Committee members; Otis not listed as member |
| Committee meeting retainers (Governance & Nominating) | $5,000 | Applicable to Governance Committee members; Otis not listed as member |
| Chair retainers (Board Chair) | $20,000 | Applies to Board Chair (Seifert), not Otis |
| Chair retainers (Audit Chair) | $13,000 | Applies to Audit Chair (Schultz), not Otis |
| Chair retainers (Compensation Chair) | $10,000 | Applies to Compensation Chair (Miller), not Otis |
| Chair retainers (Governance Chair) | $10,000 | Applies to Governance Chair (Spellacy), not Otis |
Performance Compensation
| Metric | Applies to Director Compensation? | Details |
|---|---|---|
| TSR percentile | No | Director equity retainers are fixed; shares vest at grant; no performance conditions |
| OIBITDA / Revenue Growth | No | Performance metrics used for NEO incentive plans, not for non‑employee directors |
| ESG goals | No | Not disclosed for director compensation |
| Option awards | No (directors) | Non‑employee directors compensated via equity retainers; options focus on employees/NEOs historically |
Director Compensation (YoY)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $25,003 | $25,001 |
| Fees Earned or Paid in Stock ($) | $39,997 | $39,999 |
| Total ($) | $65,000 | $65,000 |
- Mix and alignment: Board policy pays 50% of director retainer in stock with option to elect more; Otis’s actual mix in 2024 was approximately 61.5% stock ($39,999/$65,000) indicating strong ownership alignment .
Other Directorships & Interlocks
- Current public/private boards: Alliance Bank (Board Chair and committee roles) .
- Potential interlocks: Extensive past roles in telecom (e.g., FiberComm LC, Minnesota Telecom Alliance) suggest broad industry ties; no specific related‑party transactions disclosed with Nuvera .
- Policy on related transactions: Company requires arm’s‑length terms and approval by disinterested independent directors for any transactions with directors/officers/5% holders .
Expertise & Qualifications
- Finance and operations; M&A execution; collaborative initiatives; decades of executive leadership .
- Selection criteria emphasize strategic thinking, industry understanding, and shareholder representation; Otis cited for deep communications industry expertise and company knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Bill D. Otis | 238,976 | 4.6% | March 27, 2025 |
- Ownership requirements: Directors must be shareholders; directors are compensated in part in Nuvera stock; new directors receive stock upon election .
- Vested vs. unvested: Director stock awards vest on the date of issuance (no unvested director units) .
- Hedging/pledging: Company policy prohibits options transactions, short sales, hedging and pledging Nuvera stock; no pledging disclosures for Otis found .
Insider Trades (Form 4 – Recent)
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-23 | 2025-05-27 | Award (Common Stock) | 3,478 | $11.50 | 242,454 | https://www.sec.gov/Archives/edgar/data/71557/000143774925018477/0001437749-25-018477-index.htm |
| 2024-05-23 | 2024-05-29 | Award (Common Stock, amended) | 4,410 | $9.07 | 238,976 | https://www.sec.gov/Archives/edgar/data/71557/000151316224000079/0001513162-24-000079-index.htm |
| 2024-05-23 | 2024-05-28 | Award (Common Stock) | 4,410 | $9.07 | 235,007 | https://www.sec.gov/Archives/edgar/data/71557/000151316224000078/0001513162-24-000078-index.htm |
| 2023-05-26 | 2023-05-30 | Award (Common Stock) | 2,861 | $13.98 | 234,566 | https://www.sec.gov/Archives/edgar/data/71557/000151316223000106/0001513162-23-000106-index.htm |
Governance Assessment
- Board effectiveness: Otis adds seasoned operator/industry veteran depth; Executive Committee membership aligns with oversight of strategy and litigation monitoring; independence confirmed under SEC/Nasdaq .
- Alignment and incentives: High proportion of director pay delivered in stock; beneficial ownership at 4.6% supports skin‑in‑the‑game; policy bans hedging/pledging, reducing misalignment risk .
- Attendance and engagement: Board met monthly; directors met ≥75% attendance; independent directors hold regular executive sessions—positive for oversight .
- Potential conflicts: Extensive industry ties are largely historical; no related‑party transactions disclosed; Company requires arm’s‑length and independent approval for any such transactions—mitigated conflict risk .
- Compensation governance: Non‑employee director pay structure stable YoY; Grant Thornton engaged in 2025 to review director/exec compensation; clawback updated in 2024 (focused on NEO incentives) .
- Shareholder feedback: Prior “say‑on‑pay” approval at May 26, 2022 cited as evidence of alignment; 2025 advisory votes on compensation and frequency included in proxy .
RED FLAGS: None disclosed regarding related‑party transactions, pledging, hedging, or attendance shortfalls; monitoring advisable for any future banking/credit relationships with Alliance Bank given Otis’s chair role, though no transactions are disclosed currently .