Colleen Skillings
About Colleen R. Skillings
Independent Director at Nuvera Communications, Inc. since 2014; current term expires in 2026. Age 63. CEO/CFO of Minnesota Valley Testing Laboratories (MVTL); maintains a CPA license. Prior roles include Accounting & Auditing Manager at Biebl, Ranweiler, Christensen, Meyer, Thompson & Co., and Senior Auditor at the Office of the Legislative Auditor. The Board has determined she qualifies as an SEC “Audit Committee Financial Expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minnesota Valley Testing Laboratories (MVTL) | CEO/CFO; oversees operations, accounting/finance, audit, tax, HR, IT | Not disclosed | Executive Team member; strategic planning; CPA |
| Biebl, Ranweiler, Christensen, Meyer, Thompson & Co. | Accounting & Auditing Manager | Not disclosed | Public accounting experience |
| Office of the Legislative Auditor | Senior Auditor | Not disclosed | Audit experience |
External Roles
| Organization | Role | Type | Notes/Implications |
|---|---|---|---|
| New Ulm Rotary Club | Treasurer and Board Member | Non-profit/civic | Community role; not a public company board |
| Sunset Apartments | President | Private/other | No public company disclosed |
| New Ulm Public Utilities | Commissioner | Municipal | Public service role |
| New Ulm Area Foundation | Board Member | Non-profit | Community philanthropy |
| MBW Company | Former Chair | Social services provider | Past role |
| Southern Minnesota Initiative Foundation | Trustee & Finance Committee Member | Non-profit | Finance oversight |
| United Prairie Bank | Community Advisory Member | Bank advisory | Advisory (not a disclosed public company directorship) |
| New Ulm Chamber of Commerce | Board Member | Civic | Local business network |
| Council for the Arts in New Ulm | Treasurer & Board Member | Non-profit | Community arts |
The 2025 proxy lists community, civic, and advisory positions; it does not disclose any other current public company directorships for Ms. Skillings.
Board Governance
- Committees: Member – Audit Committee; Corporate Governance & Nominating Committee. Not a committee chair. Designated by the Board as an SEC “Audit Committee Financial Expert.”
- Independence: All current directors meet SEC and Nasdaq Rule 5605(a)(2) independence criteria. Board Chair must be independent; CEO is not a director. Independent directors meet in regular executive sessions.
- Attendance and Engagement: In 2024, the Board held 12 regular and 1 special meeting; all directors attended at least 75% of Board and applicable Committee meetings. All seven directors attended the 2024 Annual Meeting. Audit Committee met 5x; Compensation Committee 4x; Corporate Governance & Nominating Committee 4x.
- Committee Composition (context): Audit Committee members in 2025 – Schultz (Chair), Meyer, Skillings; in 2023 – Schultz (Chair), Skillings, Seifert (change noted YoY).
Fixed Compensation
| Component (Non-Employee Director) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $36,503 | $36,501 |
| Fees Earned or Paid in Stock ($) | $39,997 | $39,999 |
| Total ($) | $76,500 | $76,500 |
Director fee structure (term guidance):
- Annual retainer mix (2023–2024 terms): $40,000 equity retainer and $25,000 cash retainer. Committee meeting retainers: Audit $6,500; Compensation $5,000; Governance & Nominating $5,000. Chair premia: Board Chair $20,000; Audit Chair $13,000; Compensation Chair $10,000; Governance Chair $10,000.
- Shares granted to directors vest on the grant date (no performance conditions). Directors can elect to take an additional portion of retainers in stock (up to 100%).
Legacy separation policy (context): Accruals ended in 2017; remaining future obligations totaled $230,002 as of Dec 31, 2024.
Performance Compensation
| Incentive/Policy Element | Details |
|---|---|
| Performance metrics for director pay | None disclosed; director equity awards vest at grant date; program is time-based, not performance-based. |
| Equity election features | Directors receive 50% of retainer in stock by Board determination; may elect up to 100% in stock. |
| Clawback policy | Company clawback policy (amended 2024) applies to NEO incentive compensation (accounting restatement or egregious misconduct). No director-specific performance clawback disclosed. |
Other Directorships & Interlocks
| Person/Entity | Nature | Potential Interlock/Conflict Considerations |
|---|---|---|
| Community and advisory roles listed above | Civic/non-profit/advisory | No competitor/supplier/customer public company interlocks disclosed for Ms. Skillings in the proxy. |
Expertise & Qualifications
- Financial expertise: 25 years as CFO; 15 years in public accounting; CPA; designated “Audit Committee Financial Expert.”
- Operating leadership: 3 years as CEO at MVTL; broad oversight of operations, finance, audit, tax, HR, and IT.
- Governance: Serves on Audit and Corporate Governance & Nominating Committees.
Equity Ownership
Beneficial ownership (proxy record dates):
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 28, 2024 | 14,466 | <1% |
| March 27, 2025 | 18,876 | <1% |
Recent insider transactions (Form 4):
| Transaction Date | Type | Shares Acquired | Price | Post-Transaction Ownership | Filing (SEC) |
|---|---|---|---|---|---|
| 2023-05-26 | Award (A) | 2,861 | $13.98 | 14,466 | https://www.sec.gov/Archives/edgar/data/71557/000151316223000108/0001513162-23-000108-index.htm |
| 2024-05-23 | Award (A) | 4,410 | $9.07 | 18,876 | https://www.sec.gov/Archives/edgar/data/71557/000151316224000074/0001513162-24-000074-index.htm |
| 2025-05-23 | Award (A) | 3,478 | $11.50 | 22,354 | https://www.sec.gov/Archives/edgar/data/71557/000143774925018474/0001437749-25-018474-index.htm |
Ownership alignment and trading restrictions:
- Directors must be shareholders; a portion of director compensation is paid in Nuvera common stock.
- Anti-hedging and no-pledging policy for directors, officers, employees, and covered third parties; no margin purchases (except cashless option exercise).
Governance Assessment
Strengths and positive signals
- Financial oversight depth: Audit Committee member and “Audit Committee Financial Expert,” enhancing audit quality and financial reporting oversight.
- Proven independence and structure: All directors independent; independent Board Chair; CEO is not a director; regular executive sessions of independent directors.
- Engagement: Board met 13 times (12 regular, 1 special) in 2024; each director attended ≥75% of Board and applicable committee meetings; Audit/Governance/Compensation committees met 5/4/4 times respectively.
- Ownership alignment: Mandatory stockholding (director must be a shareholder), at least 50% of retainer in stock with ability to elect up to 100%; anti-hedging and no-pledging policy.
- Transparent committee reporting: Detailed Audit Committee report; clear pre-approval policy for auditor services.
Watch items and potential risks
- Legacy director separation benefit: Although frozen in 2017, remaining obligations ($230,002 as of 12/31/24) may draw investor scrutiny compared to contemporary best practices eliminating such benefits.
- Say-on-pay frequency stance: Board recommends a triennial advisory vote schedule; some investors prefer annual votes for more frequent feedback.
- No explicit director ownership multiple disclosed: Company requires directors to be shareholders and pays a portion in stock, but no guideline (e.g., multiple of cash retainer) is specified in the proxy.
- Related-party oversight: Policy is disclosed, but the 2025 proxy section does not list specific related-party transactions; continued monitoring warranted.
Director Compensation Structure Analysis
- Mix stability: Ms. Skillings’ total director compensation was $76,500 in both 2023 and 2024, with roughly $36.5k cash and ~$40k stock each year, indicating a stable cash/equity mix across periods.
- Equity immediacy: Director shares vest on grant date; no performance-conditioned director equity, emphasizing service-based rather than performance-based compensation.
- External benchmarking: Grant Thornton engaged (most recently 2025) to review executive and non-employee director compensation.
Say-on-Pay & Shareholder Feedback
- The Board recommends triennial frequency for advisory votes on executive compensation (shareholders choose among annual/biennial/triennial).
- Prior outcome referenced: Company cites shareholder approval of say‑on‑pay at the May 26, 2022 Annual Meeting.
Related Party Transactions & Conflicts
- Policy: Board-approved policy requires any transactions with directors/officers/5% holders and affiliates to be no less favorable than market terms and approved by a majority of disinterested independent directors.
- Disclosure: The 2025 proxy’s “Certain Relationships and Related Transactions” section does not detail specific transactions involving Ms. Skillings.
Compliance & Section 16
- The Company believes all Section 16(a) filing requirements were satisfied by officers, directors and 10% holders in calendar year 2025.
Notes on Committee Work Quality
- Audit Committee work includes regular meetings with management and the independent auditor (Olsen Thielen & Co., Ltd.), executive sessions without management, oversight of financial reporting and internal controls, and pre-approval of auditor services.
- Corporate Governance & Nominating Committee conducts annual board evaluations, succession planning reviews, and oversees governance policies and director nominations.
Fixed Compensation (Structure & Fees)
| Fee Element (Directors, 2023–2024 terms) | Amount |
|---|---|
| Annual Equity Retainer | $40,000 |
| Annual Cash Retainer | $25,000 |
| Audit Committee Member Retainer | $6,500 |
| Compensation Committee Member Retainer | $5,000 |
| Governance & Nominating Committee Member Retainer | $5,000 |
| Board Chair Additional Retainer | $20,000 |
| Audit Chair Additional Retainer | $13,000 |
| Compensation Chair Additional Retainer | $10,000 |
| Governance Chair Additional Retainer | $10,000 |
Performance Compensation (Metrics Table)
| Metric/Condition | Director Plan Design |
|---|---|
| Equity vesting | 100% at grant (issuance date) |
| Performance-vesting awards | Not disclosed for non-employee directors |
| Ability to elect more pay in stock | Up to 100% of retainer in stock at director election |
| Hedging/pledging | Prohibited by policy |
| Ownership requirement | Directors must be shareholders (Articles); portion of compensation mandated in stock |
Equity Ownership (Detailed)
| Date/Source | Shares | Comment |
|---|---|---|
| 2025-03-27 (Proxy) | 18,876 | Beneficial ownership; <1% of 5,178,176 shares outstanding |
| 2024-03-28 (Proxy) | 14,466 | Beneficial ownership; <1% of 5,133,207 shares outstanding |
| 2025-05-23 (Form 4) | 22,354 | Post-award holding after 3,478-share grant at $11.50 |
| 2024-05-23 (Form 4) | 18,876 | Post-award holding after 4,410-share grant at $9.07 |
| 2023-05-26 (Form 4) | 14,466 | Post-award holding after 2,861-share grant at $13.98 |
Governance Policies (Alignment & Risk Controls)
- Anti-hedging/no-pledging policy, and prohibition on short sales and margin purchases (with limited cashless exercise exception).
- Director stock payment policy (portion of retainer in stock; election up to 100% in stock).
- Strong committee structure and regular independent director executive sessions.
Summary for Investors
- Skill-aligned appointment: Deep financial and audit credentials with CPA and “Audit Committee Financial Expert” designation, plus broad operating leadership.
- Alignment mechanisms: Mandatory stock element of director pay, ability to elect more in stock, and robust anti-hedging/pledging policy.
- Engagement indicators: Consistent meeting cadence and attendance thresholds met; committee reports indicate substantive oversight.
- Watch items: Legacy frozen director separation benefit obligations remain; Board’s triennial SOP recommendation; no explicit director ownership multiple disclosed. Continued monitoring recommended.