Dennis Miller
About Dennis E. Miller
Dennis E. Miller, age 65, is an independent director of Nuvera Communications, Inc., serving on the Board since 2009 with a current term expiring in 2027. He is the Chair of the Compensation Committee and a member of the Executive Committee, and has previously served on the Succession Planning Ad Hoc Committee (2019) and the Ad Hoc Long‑Term Strategy Committee (2021). Mr. Miller is a wireless telecommunications operator by background, having led Midwest Wireless from start‑up to a $1.075 billion sale to Alltel in 2006, and held prior leadership roles at Pacific Telecom Cellular. His selection criteria emphasize extensive wireless industry, regulatory and board experience.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Midwest Wireless Holdings (Mankato, MN) | President & CEO | Built from start-up; sale to Alltel in 2006 | Led strategy, consolidation, acquisitions/integration; sale completed for $1.075B |
| Pacific Telecom Cellular (MN Ops) | Vice President, Minnesota Operations | Prior to Midwest Wireless | Senior state executive; developed 10 rural service areas; oversaw business ops |
| Sales Leadership (various) | Sales leadership | Prior roles | Led sales teams; developed sales and distribution programs/processes |
External Roles
| Organization | Role | Notes |
|---|---|---|
| DALA, Inc. | Board Member | Reseller of wireless telecommunications services |
| Sensor International | Board Member | Manufacturer of optic lenses to ophthalmologists |
| Coughlan Companies | Board Member; Governance Committee Chair | Publishing firm, Mankato, Minnesota |
| Jordan Sands LLC | Board Member | Minnesota-based mining firm; affiliate of Coughlan Companies |
| CTIA – The Wireless Association | Board Member; Executive Committee; Treasurer; Chair of Small Operators Caucus | Industry association leadership roles |
| Rural Cellular Association | Member; Past President | Industry association leadership |
| Immanuel St. Joseph’s – Mayo Health System | Board Member; Vice Chair; Compensation Committee Chair; Finance Committee | Regional Mayo health system governance roles |
| Minnesota Telecom Alliance | Wireless Committee Chair | Industry association role |
Board Governance
- Independence and structure: All seven current directors meet SEC and Nasdaq Rule 5605(a)(2) independence; Nuvera’s governance policy requires an independent Board Chair (CEO is not a director). Independent directors meet regularly in executive session; hedging/shorting/pledging company securities is prohibited under the Insider Trading Policy.
- Committees and roles: Mr. Miller chairs the Compensation Committee and serves on the Executive Committee. The Compensation Committee (all independent) met four times in 2024; the Executive Committee met twice.
- Attendance and engagement: The Board held twelve regular and one special meeting in 2024; each director attended at least 75% of Board and applicable committee meetings. All seven directors attended the 2024 Annual Meeting.
- Committee composition (2024): Compensation Committee (Dennis E. Miller – Chair; Wesley E. Schultz; Suzanne M. Spellacy). Audit Committee (Schultz – Chair; Meyer; Skillings). Corporate Governance & Nominating (Spellacy – Chair; Meyer; Skillings). Executive (Seifert – Chair; Miller; Otis).
Fixed Compensation (Director)
| Item | FY 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash – Dennis E. Miller | $10,004 |
| Stock Awards – Dennis E. Miller | $64,996 |
| Total – Dennis E. Miller | $75,000 |
Director compensation framework (structure in effect for the 2023–2024 director term): annual equity retainer $40,000; annual cash retainer $25,000; committee retainers per member: Audit $6,500, Compensation $5,000, Governance $5,000; Chair premiums: Board Chair $20,000; Audit Chair $13,000; Compensation Chair $10,000; Governance Chair $10,000.
Performance Compensation (Committee oversight and pay design signals)
The Compensation Committee chaired by Mr. Miller oversees executive incentive design. Key features and 2024–2025 actions:
- Short‑Term Incentive (MIP) – 2024 outcomes and 2025 targets (OIBITDA gate at 95% of budget; NEOs receive 50% of MIP in stock under plan design):
- 2024: Company did not achieve 95% OIBITDA threshold; no bonus paid to NEOs.
- 2025 MIP target opportunities approved March 5, 2025 (threshold/target/maximum dollars):
| NEO | FY2025 Base Salary ($) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|---|
| Glenn H. Zerbe (CEO) | 337,436 | 101,231 | 134,974 | 202,461 |
| Barbara A.J. Bornhoft (COO) | 251,738 | 56,641 | 75,521 | 113,282 |
| Curtis O. Kawlewski (CFO) | 251,738 | 56,641 | 75,521 | 113,282 |
- Long‑Term Incentive (LTI) – program change in 2025:
- 2024 LTI: Non‑qualified stock options (NQSOs) granted March 28, 2024; Black‑Scholes sizing with $11.00 grant price.
Example awards: CEO $195,615 grant value; 45,073 options; COO/CFO $72,968; 16,813 options each.
Outstanding equity awards table shows vesting schedule/strikes (e.g., CEO 2022 grant $21.20; 2023 $14.70; 2024 $11.00). Options had no intrinsic value at 12/31/2024. - 2025 LTI: Replaced options with 3‑year cash‑based incentive and retention program tied to annual OIBITDA performance and service, paid after each 3‑year cycle.
2025 cash‑based LTI opportunity sizing:
- 2024 LTI: Non‑qualified stock options (NQSOs) granted March 28, 2024; Black‑Scholes sizing with $11.00 grant price.
| NEO | FY2025 Base Salary ($) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|---|
| Glenn H. Zerbe (CEO) | 337,436 | 151,847 | 202,462 | 303,693 |
| Barbara A.J. Bornhoft (COO) | 251,738 | 56,641 | 75,521 | 113,282 |
| Curtis O. Kawlewski (CFO) | 251,738 | 56,641 | 75,521 | 113,282 |
- Clawback & risk controls: Clawback and Forfeiture Policy adopted 2019 and updated in 2024; prohibits hedging/shorting/pledging; director retainers partly in stock to align interests.
- Consultant: The Compensation Committee engaged Grant Thornton in 2025 to update analyses of executive and director pay.
Implications:
- No STI payouts in 2024 demonstrates adherence to performance hurdles. The 2025 shift from options to cash LTIs tied to OIBITDA reduces equity dilution but also reduces direct equity sensitivity; oversight will matter to ensure robust targets and avoid pay for non‑performance.
Other Directorships & Interlocks
| Company/Organization | Public/Private/Non‑profit | Role | Committee Roles/Notes |
|---|---|---|---|
| DALA, Inc. | Private | Board Member | Wireless telecom reseller |
| Sensor International | Private | Board Member | Optic lenses manufacturer |
| Coughlan Companies | Private | Board Member | Governance Committee Chair |
| Jordan Sands LLC | Private | Board Member | Affiliate of Coughlan Companies |
| CTIA – The Wireless Association | Association | Board/Exec roles | Executive Committee; Treasurer; Chair Small Operators Caucus |
| Rural Cellular Association | Association | Member; Past President | Industry leadership |
| Immanuel St. Joseph’s – Mayo Health System | Non‑profit/Health | Board; Vice Chair; Committee Chairs | Compensation Chair; Finance Committee |
| Minnesota Telecom Alliance | Association | Wireless Committee Chair | Industry role |
No specific related‑party transactions involving Mr. Miller are disclosed in the proxy; Nuvera’s related‑party policy requires arm’s‑length terms and independent director approval.
Expertise & Qualifications
- Wireless telecom operator with full P&L and M&A track record; led Midwest Wireless through integrations and a $1.075B strategic exit to Alltel.
- Regulatory and legislative experience at state and federal levels; extensive board/committee leadership across industry and community institutions.
- Current governance roles at Nuvera: Compensation Committee Chair; Executive Committee member; prior succession strategy and long‑term strategy ad hoc committee service.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date |
|---|---|---|---|
| Dennis E. Miller | 49,035 | <1% (proxy “*” less than 1.0%) | March 27, 2025 |
- Alignment policies: Directors must be shareholders; directors are compensated in part in Nuvera common stock; hedging, short sales, margin purchases (other than cashless exercises), and pledging are prohibited.
Insider Compliance
| Item | Status/Notes |
|---|---|
| Section 16(a) Filing Compliance (2025) | Company believes all officers, directors and 10% holders satisfied filing requirements in calendar year 2025. |
Governance Assessment
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Strengths
- Independent director since 2009 with deep telecom operational, M&A and regulatory expertise; current Chair of Compensation Committee and member of Executive Committee.
- Documented pay‑for‑performance discipline: no 2024 MIP payouts below performance threshold; clawback policy updated 2024; anti‑hedging/pledging policy.
- Active, independent board processes: independent chair requirement; regular executive sessions; each director ≥75% attendance; all directors attended 2024 annual meeting.
- Ownership alignment: directors required to be shareholders; equity component in director pay; Mr. Miller beneficially owns 49,035 shares.
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Watch Items
- Say‑on‑pay frequency: Board recommends triennial (every three years), which some investors view as less responsive than annual votes; continued investor engagement is important.
- LTI design shift (2025): moving from options to 3‑year cash‑based OIBITDA incentives reduces dilution but can lower direct equity alignment; scrutiny of target rigor and disclosure will matter.
- Legacy director separation compensation policy remains a future obligation ($230,002) though closed to new accruals since 2017; monitor payout optics at future separations.
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Conflicts/Related‑Party Exposure
- Proxy discloses a policy governing related‑party transactions and does not enumerate specific related‑party transactions for the year; Mr. Miller’s external roles include telecom‑adjacent enterprises (e.g., DALA), but no transactions with Nuvera are disclosed. Continue to monitor for any business dealings that might require review.
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Shareholder Signals
- Prior say‑on‑pay support (May 26, 2022) cited by the Compensation Committee; 2025 say‑on‑pay advisory being submitted.
-
Committee Effectiveness
- Compensation Committee (Miller, Chair) met 4 times in 2024; engaged Grant Thornton in 2025 for updated benchmarking; oversaw transition in LTI design and annual MIP constructs tied to OIBITDA.