James Seifert
About James J. Seifert
James J. Seifert, age 68, is the independent Chair of Nuvera Communications’ Board, serving as a director since 2017 with his current term expiring in 2026. He is a shareholder at law firm Fafinski Mark & Johnson (FMJ), practicing in General Corporate & Business and M&A; previously served as EVP, General Counsel and Corporate Secretary at Ecolab (2010–2017), overseeing legal, regulatory, government relations, IP, and safety across 170 countries . Nuvera’s governance policy requires the Board Chair to be independent, and the company states all seven directors meet SEC/Nasdaq independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab, Inc. | EVP, General Counsel & Corporate Secretary | 2010–2017 | Led legal, regulatory, government affairs, IP, and safety globally |
| Minnesota House of Representatives | Legislator | Not disclosed | Named first-term Legislator of the Year; governance/strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fafinski Mark & Johnson, P.A. (FMJ) | Shareholder (Attorney) | Current | Corporate & M&A practice |
| Science Museum of Minnesota | Past Board Member | Past | Non-profit governance |
| Twin Cities Public Television | Past Board Member | Past | Non-profit governance |
| Humphrey School of Public Affairs (UMN) | Vice-Chair, Dean’s Advisory Council | Past | Academic governance |
| University of St. Thomas Law School | Dean’s Advisory Board | Past | Academic governance |
| Despatch Industries | Past Board Member | Past | Industrial company experience |
| Minnesota Job Skills Partnership Board | Past Board Member | Past | Public-sector program governance |
| Boy Scouts of America (Riverwood District, Northern Star Council) | Past Chairman | Past | Community leadership |
Board Governance
- Committee assignments and chair roles:
- Chair of the Board; ex-officio member of all standing committees by policy .
- Executive Committee: Chair .
- Prior service: Corporate Governance & Nominating Committee; Audit Committee; chaired Succession Planning Ad Hoc (2019) and Ad-Hoc Long-Term Strategy (2021) .
- Independence, structure, and engagement:
- All current directors meet SEC/Nasdaq independence standards; Board Chair must be independent by policy; CEO is not a director, providing role separation .
- Independent directors meet in executive sessions without management .
- Board activity: 12 regular and 1 special meeting in 2024; each director attended ≥75% of Board and applicable committee meetings; all seven directors attended the 2024 Annual Meeting .
- Anti-hedging/pledging: Company policy prohibits options transactions, short sales, hedging, margin purchases (except cashless option exercises), and pledging of company securities .
| Meeting & Attendance Metrics | 2024 | Notes |
|---|---|---|
| Regular Board Meetings | 12 | Active cadence |
| Special Board Meetings | 1 | As needed |
| Director Attendance Threshold | ≥75% for each director | Minimum engagement standard |
| Annual Meeting Attendance | All seven directors attended (2024) | Virtual meeting |
Fixed Compensation
- Director pay program (2017 Plan framework):
- Standard annual director retainers (2023–2024 terms): $40,000 equity; $25,000 cash .
- Committee meeting retainers (replacing per-meeting fees): Audit $6,500; Compensation $5,000; Governance & Nominating $5,000 .
- Chair premiums: Board Chair +$20,000; Audit Chair +$13,000; Compensation Chair +$10,000; Governance & Nominating Chair +$10,000 .
- Directors may elect additional portions of the retainer to be paid in stock (up to 100%); all shares vest at issuance .
| Component | Amount | Notes |
|---|---|---|
| Annual Equity Retainer | $40,000 | Equity; directors can elect more stock |
| Annual Cash Retainer | $25,000 | Cash |
| Board Chair Premium | $20,000 | Applies to Seifert as Chair |
| Audit Committee Member Retainer | $6,500 | Per term |
| Compensation Committee Member Retainer | $5,000 | Per term |
| Governance & Nominating Member Retainer | $5,000 | Per term |
| Equity Vesting | Same-day vesting | Alignment; immediate vest |
- 2024 non-employee director compensation (actuals):
| Year | Cash Fees ($) | Stock Fees ($) | Total ($) |
|---|---|---|---|
| 2024 | 5 | 84,995 | 85,000 |
Seifert elected nearly all stock in 2024 (strong alignment signal), consistent with the plan’s allowance to take up to 100% in stock .
Performance Compensation
- Directors: No performance-based metrics; equity paid as retainer with same-day vesting; plan permits stock awards but does not tie director awards to operational KPIs (OIBITDA targets are for executives) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| FMJ (law firm) | Private | Shareholder | Monitor whether FMJ provides services to Nuvera; no related-party transaction disclosed in proxy . |
| Despatch Industries | Industrial | Past Director | Historical role only; no current interlock disclosed . |
| Various non-profits/academia | Non-profit/Academic | Past Board/Advisory roles | No competitive conflicts indicated . |
Expertise & Qualifications
- Governance, legal, M&A, strategic oversight; extensive public-company governance experience; government affairs background; innovation/technology exposure through corporate roles .
- Brings judgment from 33 years representing public companies; recognized legislative experience; broad community leadership .
Equity Ownership
| Holder | Shares Owned | Options Exercisable/Unexercisable | Ownership % of Outstanding | Notes |
|---|---|---|---|---|
| James J. Seifert | 25,837 | — | <1% (*) | Shares outstanding: 5,178,176 (record date Mar 27, 2025) . Anti-hedging/pledging policy in place . |
(*) Represents less than 1.0% per proxy table .
Governance Assessment
- Strengths:
- Independent Board Chair with legal/M&A pedigree; Chair is ex-officio on all committees enhancing oversight continuity .
- Clear separation of Chair and CEO; all directors independent; regular executive sessions of independent directors .
- Strong engagement: monthly Board cadence; ≥75% attendance for each director; full Annual Meeting attendance in 2024 .
- Alignment signals: Seifert took ~99.99% of 2024 director pay in stock; directors can elect up to 100% stock, with immediate vesting .
- Anti-hedging and anti-pledging policy reduces misalignment risk .
- Shareholder sentiment:
- 2025 say‑on‑pay passed (For: 2,129,498; Against: 166,184; Abstain: 196,329; Broker non‑votes: 834,496). Frequency vote favored triennial (~1.24M votes) and adopted by Board .
- Watch items:
- FMJ relationship: Seifert’s law practice could become a related‑party exposure if FMJ engages Nuvera; no such transaction disclosed, but monitor future 8‑Ks/proxies for any engagement details .
- Director separation compensation legacy obligations exist company‑wide (policy ended in 2017; $230,002 obligation at 12/31/2024), though not specific to Seifert; monitor payout timing and perception risk .
RED FLAGS: None disclosed specific to Seifert (no familial relationships with NEOs; no hedging/pledging; no related‑party transactions identified in the proxy) .
Shareholder Votes (2025)
| Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Directors (Knuth) | 2,449,685 | 42,326 | — | 834,496 |
| Elect Directors (Olsem) | 2,393,376 | 98,635 | — | 834,496 |
| Elect Directors (Otis) | 2,104,490 | 387,521 | — | 834,496 |
| Ratify Auditor | 3,284,098 | 31,081 | 11,328 | — |
| Say-on-Pay | 2,129,498 | 166,184 | 196,329 | 834,496 |
| Say-on-Pay Frequency | 1yr: 1,144,796 | 2yr: 27,275 | 3yr: 1,239,817 | 80,123 |
Notes on Director Compensation Plan Mechanics
- Directors compensated partly in stock under the 2017 Plan; directors can elect up to 100% of retainer in stock; shares vest on grant .
- Company prohibits hedging/pledging/margin purchases; supports investor alignment .
Related-Party & Conflicts Policy
- Transactions with directors/officers/≥5% holders must be no less favorable than third‑party terms, expected to benefit the company, and approved by disinterested independent directors; no specific related‑party transaction involving Seifert is disclosed in the proxy .