Brian Olsem
About Brian Olsem
Brian D. Olsem is a director of Nuvera Communications elected at the May 22, 2025 annual meeting; he is 58. He is President and CEO of Versare Solutions, LLC, a manufacturing company in Minneapolis, overseeing operations, product development, revenue growth, and acquisitions. His prior roles include President of Taylor Digital and LifePics, Director of E-commerce for Taylor Corporation, President of Taylor Strategic Accounts, President of Taylor Services and Technology Division, and President of James Tower; earlier, he held various IT roles in Southern Minnesota. Education is not disclosed in Nuvera’s 2025 proxy materials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versare Solutions, LLC | President & CEO | Not disclosed | Oversees business operations, product development, revenue growth, and acquisitions |
| Taylor Digital | President | Not disclosed | Leadership in digital operations |
| LifePics | President | Not disclosed | Leadership role |
| Taylor Corporation | Director of E-commerce | Not disclosed | Led e-commerce initiatives |
| Taylor Strategic Accounts | President | Not disclosed | Led strategic accounts |
| Taylor Services & Technology Division | President | Not disclosed | Led services and technology |
| James Tower | President | Not disclosed | Leadership role |
| Various companies (Southern Minnesota) | IT roles in computer telecommunications and development | Not disclosed | Technical background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mobile Dealer Data | Board Member | Not disclosed | Current role |
| AstroHQ | Business Mentor | Not disclosed | Current role |
| Minnesota Emerging Software Advisory (MESA) | Mentor | Not disclosed | Current role |
| Nifty Home Products | Board Member | Not disclosed | Prior role |
| Persuade Loyalty | Board Member | Not disclosed | Prior role |
Board Governance
- Election and shareholder support: Olsem was elected on May 22, 2025 with 2,393,376 votes for and 98,635 withheld; broker non-votes were 834,496.
- Committee assignments: Not disclosed for Olsem in the 2025 proxy; the board’s standing committees are Audit, Compensation, Corporate Governance & Nominating, and Executive.
- Independence policy: The 2025 proxy states all seven current directors at that time met SEC/Nasdaq independence; Nuvera’s governance policy requires an independent Board Chair and separates CEO and Chair roles.
- Board processes: The board typically holds monthly meetings and executive sessions of independent directors; in 2024, the board held 12 regular and one special meeting, and each director attended at least 75% of applicable meetings.
- Anti-hedging/pledging: Directors, officers, and employees are prohibited from short sales, options, hedging, and pledging of Nuvera stock; margin purchases are prohibited other than cashless option exercise.
Director Election Results (2025)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Brian Olsem | 2,393,376 | 98,635 | 834,496 |
Fixed Compensation
- Structure: For 2023–2024 director terms, each non-employee director received an annual equity retainer of $40,000 and a cash retainer of $25,000; directors may elect a greater share of retainer in stock (up to 100%).
- Committee member retainers: Audit $6,500; Compensation $5,000; Governance & Nominating $5,000 (meeting retainers replaced per-Meeting fees in 2022).
- Chair premiums: Board Chair +$20,000; Audit Chair +$13,000; Compensation Chair +$10,000; Governance & Nominating Chair +$10,000.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 25,000 | Non-employee directors |
| Annual Equity Retainer | 40,000 | Paid in Nuvera common stock; all shares vest at issuance |
| Audit Committee Member Retainer | 6,500 | Replaces meeting fees |
| Compensation Committee Member Retainer | 5,000 | Replaces meeting fees |
| Governance & Nominating Committee Member Retainer | 5,000 | Replaces meeting fees |
| Board Chair Premium | 20,000 | Additional annual retainer |
| Audit Chair Premium | 13,000 | Additional annual retainer |
| Compensation Chair Premium | 10,000 | Additional annual retainer |
| Governance & Nominating Chair Premium | 10,000 | Additional annual retainer |
Non-employee directors are paid partially in stock and can elect up to 100% of their retainer in stock; all shares vest on issuance.
Performance Compensation
- Director performance-linked pay: Not disclosed for directors; the 2017 Plan authorizes stock and other awards, and directors can receive a portion of retainer in stock under board designation and personal election.
- Clawbacks: Nuvera’s Clawback and Forfeiture Policy (updated 2024) applies to certain NEO incentive compensation upon accounting restatement or egregious misconduct; not stated as applicable to director retainers.
Other Directorships & Interlocks
| Person/Company | Role | Interlock/Notes |
|---|---|---|
| Taylor Corporation | Olsem: Director of E-commerce; Spellacy: former VP & General Counsel | Shared prior affiliations at Taylor Corporation (network interlock across board members) |
| Mobile Dealer Data | Olsem: Board Member | Current external board role |
| AstroHQ | Olsem: Business Mentor | Current external role |
| MESA | Olsem: Mentor | Current external role |
- Related party transactions: The proxy discloses Nuvera’s policy requiring disinterested board approval for related-party transactions and pursuing terms no less favorable than arm’s length; no specific related-party transactions are disclosed.
Expertise & Qualifications
- Executive leadership in manufacturing operations, product development, and revenue growth from Versare Solutions.
- Digital and e-commerce leadership across multiple Taylor Corporation divisions and other tech businesses.
- Background in IT, computer telecommunications, and software development in Southern Minnesota.
Equity Ownership
- Directors must be shareholders; Nuvera compensates directors partly in common stock.
- Anti-hedging and anti-pledging policy in effect.
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brian D. Olsem | 400 | <1.0% | Beneficial ownership as of March 27, 2025; outstanding shares were 5,178,176 on record date |
Governance Assessment
- Shareholder mandate: Olsem’s election received 2,393,376 “For” vs. 98,635 “Withheld,” with broker non-votes of 834,496 at the 2025 annual meeting.
- Board independence and leadership: Company policy requires an independent Chair separate from CEO; independent directors hold executive sessions without management.
- Compensation alignment: Directors receive a meaningful portion of compensation in stock, with ability to elect up to 100% equity, aligning interests with shareholders.
- Policies mitigating conflicts: Prohibition on hedging, short sales, options transactions, margin purchases, and pledging of Nuvera stock by directors and insiders.
- Related-party oversight: Formal policy governs related-party transactions; no specific transactions disclosed involving Olsem.
RED FLAGS
- Prior affiliation interlock: Shared past roles at Taylor Corporation between Olsem and Director Suzanne Spellacy indicate a network interlock; monitor for potential perceived conflicts or information flow risks, though no related-party transactions are disclosed.
- Committee assignments and attendance data for Olsem not disclosed as of the 2025 proxy; reassess when post-2025 committee rosters are published.