Suzanne Spellacy
About Suzanne M. Spellacy
Suzanne M. Spellacy is an independent director of Nuvera Communications, Inc. since 2012, with her current term expiring in 2027; she is age 59 . She is General Counsel for the Minnesota Timberwolves (NBA) and Minnesota Lynx (WNBA), and previously served as VP & General Counsel at Taylor Corporation, General Counsel at Jack Link’s Protein Snacks, and was a shareholder at Winthrop & Weinstine, P.A.; she holds a law degree from the University of Minnesota and an undergraduate degree from the College of St. Benedict . She chairs Nuvera’s Corporate Governance and Nominating Committee and is a member of the Compensation Committee; all Nuvera directors meet SEC/Nasdaq independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Minnesota Timberwolves & Minnesota Lynx | General Counsel | Not disclosed | Legal leadership across contracts, corporate transactions, litigation, IP, risk, compliance |
| Taylor Corporation | Vice President & General Counsel | Not disclosed | Executive legal leadership |
| Jack Link’s Protein Snacks | General Counsel | Not disclosed | General counsel responsibilities |
| Winthrop & Weinstine, P.A. | Shareholder (law firm) | Not disclosed | Private practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Child and Family Advocacy Center of South-Central Minnesota | Board Member | Not disclosed | Current non-profit board service |
| Southern Minnesota Advocates | Board Member | Not disclosed | Prior service |
| Minnesota Job Skills Partnership Board | Board Member | Not disclosed | Prior service |
| Greater Mankato Early Learning Initiative | Board Chair | Not disclosed | Prior service |
| Greater Mankato YMCA | Board Member | Not disclosed | Prior service |
| Loyola Catholic School Board of Trustees | Board of Trustees; President (Board) | Not disclosed | Prior service |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating Committee; Member, Compensation Committee .
- Independence: All seven current directors meet SEC/Nasdaq independence criteria .
- Attendance: Board held 12 regular and 1 special meeting in 2024; all committees met as required, and each director attended 75% or more of board/committee meetings .
- Committee activity: Compensation Committee met 4 times in 2024; Corporate Governance & Nominating Committee met 4 times in 2024 .
- Executive sessions: Independent directors regularly meet in executive sessions without management .
- Nomination process: Governance Committee leads director nominations and annual board evaluations; considers shareholder-recommended candidates and may engage search firms .
- Shareholder communications: Shareholders may send written communications to the Board via the Corporate Secretary .
- Anti-hedging/pledging: Insider Trading Policy prohibits options transactions, short sales, hedging, purchasing on margin (except cashless option exercise), and pledging company securities as collateral .
- Related-party transaction policy: Transactions with directors/officers/5% holders must be arm’s-length, beneficial to the Company, and approved by a majority of disinterested independent directors .
- Say-on-pay frequency: Board recommends triennial (every three years) advisory vote on executive compensation .
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,001 |
| Fees Earned or Paid in Stock ($) | $39,999 (vests at grant) |
| Total ($) | $80,000 |
| Director Compensation Structure (2023–2024 terms) | Amount |
|---|---|
| Annual equity retainer | $40,000 |
| Annual cash retainer | $25,000 |
| Audit Committee member meeting retainer | $6,500 |
| Compensation Committee member meeting retainer | $5,000 |
| Governance & Nominating Committee member meeting retainer | $5,000 |
| Audit Committee Chair additional retainer | +$13,000 |
| Compensation Committee Chair additional retainer | +$10,000 |
| Governance & Nominating Committee Chair additional retainer | +$10,000 |
| Board Chair additional retainer | +$20,000 |
| Stock retainer policy | 50% of non-employee director retainer paid in company stock; directors may elect up to 100% in stock; all shares vest on grant |
Observation: Spellacy’s 2024 cash ($40,001) aligns with cash retainer ($25,000) + Governance Chair (+$10,000) + Compensation Committee member (+$5,000), with minor rounding; stock portion reflects equity retainer and any additional elected stock .
Performance Compensation
- No performance-based metrics or variable pay were disclosed for non-employee directors; director stock awards vest on the date of issuance under the 2017 Plan .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Private/non-profit boards | See External Roles table (non-profit/community organizations) |
| Interlocks/potential conflicts | No related-party transactions disclosed involving Spellacy; company policy requires arm’s-length approval of any such transactions |
Expertise & Qualifications
- Legal and business expertise: 30 years across business transactions, M&A, executive compensation, employee benefits, employment law, risk management, and compliance .
- Board skills: Strategic thinking, leadership from executive roles and community service; contributes meaningfully to committees she serves .
- Governance focus: As Governance Chair, oversees annual evaluations, nominations, and governance standards .
Equity Ownership
| Holder | Shares Owned | Options Vesting ≤60 Days | Total | Percent of Outstanding |
|---|---|---|---|---|
| Suzanne Spellacy | 21,692 | — | 21,692 | <1.0% (based on 5,178,176 shares outstanding) |
- Directors must be shareholders under Articles of Incorporation; a portion of director compensation is paid in Nuvera common stock .
- Anti-hedging and pledging prohibitions enhance alignment with shareholders .
Governance Assessment
- Strengths: Independent since 2012, chairs Governance & Nominating, member of Compensation; strong legal/compliance background; policy prohibiting hedging/pledging; equity-paid retainer promotes alignment; attendance threshold met; independent compensation consultant engaged in 2025 (Grant Thornton) for director and executive compensation review .
- Neutral considerations: Board uses staggered three-year terms and has no age limit for director service; Board recommends triennial say-on-pay frequency (less frequent than annual norms but disclosed rationale) .
- RED FLAGS: None disclosed specific to Spellacy—no related-party transactions, no pledging/hedging, no Section 16 filing delinquencies (company believes all were satisfied for 2025) .