Wesley Schultz
About Wesley E. Schultz
Independent Director at Nuvera Communications, Inc. since 2012; current term expires in 2027. Age 68 . Former CFO of Rural Cellular Corporation (RCC) and previously CFO at Spanlink, Inc. and Serving Software, Inc.; also served as Executive Vice President and a Board member at RCC . Chair of the Audit Committee, member of the Compensation Committee, and designated an SEC “Audit Committee Financial Expert” .
Past Roles
| Organization | Role | Notes/Impact |
|---|---|---|
| Rural Cellular Corporation (RCC) | Chief Financial Officer; Executive Vice President; Board Member | Led accounting/finance, SEC reporting, FP&A, treasury, audit, tax, HR; public company in telecom prior to sale to Verizon Wireless . |
| Spanlink, Inc. | Chief Financial Officer | Led IPO; finance leadership at technology firm . |
| Serving Software, Inc. | Chief Financial Officer | Led IPO; finance leadership at software firm . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Geneva Capital, LLC (equipment leasing) | Board Member | Current . |
| Rural Cellular Corporation (RCC) | Board Member | Prior . |
| Professional Support Solutions, Inc. | Board Member | Prior . |
| OrthoCor Medical, Inc. | Board Member | Prior . |
Board Governance
- Committee assignments: Audit Committee (Chair) and Compensation Committee (member) .
- Board/Committee activity and attendance: Board held 12 regular and 1 special meeting in 2024; each director attended at least 75% of Board and applicable Committee meetings .
- Independence: Board states all seven current directors meet SEC and Nasdaq Rule 5605(a)(2) independence; Schultz is designated an Audit Committee Financial Expert .
- Executive sessions: Independent directors regularly meet in executive sessions without management .
- Auditor oversight and AC report: As Audit Chair, Schultz co-signed the Audit Committee Report; the committee affirmed auditor independence (PCAOB Rule 3526), maintained pre-approval policy, and recommended inclusion of audited financial statements in the 10-K .
| Committee (2024) | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 . |
| Compensation | Member | 4 . |
Fixed Compensation
- Structure (Director terms covering 2023–2024): Annual equity retainer $40,000 and cash retainer $25,000; committee meeting retainers: Audit $6,500, Compensation $5,000, Governance/Nominating $5,000; Chair retainers: Board Chair +$20,000, Audit Chair +$13,000, Compensation Chair +$10,000, Governance/Nominating Chair +$10,000 .
| Component | Amount |
|---|---|
| Annual equity retainer | $40,000 |
| Annual cash retainer | $25,000 |
| Committee meeting retainers | Audit $6,500; Compensation $5,000; Governance/Nominating $5,000 |
| Chair retainers (additive) | Board +$20,000; Audit Chair +$13,000; Compensation Chair +$10,000; Governance/Nominating Chair +$10,000 |
- Individual non-employee director compensation (Wesley E. Schultz):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Fees earned or paid in cash ($) | $31,507 | $30,516 | $25,657 | $18,007 | $18,004 |
| Fees earned or paid in stock ($) | $39,984 | $39,984 | $64,984 | $64,993 | $64,996 |
| Total ($) | $71,491 | $70,500 | $90,641 | $83,000 | $83,000 |
- Legacy “Director Separation Compensation Policy”: Future accruals ended July 25, 2017; remaining future obligations as of Dec 31, 2024, were $230,002 .
Performance Compensation
- Equity awards to non-employee directors are time-based and vest on the date of issuance (no performance metrics); directors can elect to receive more of their retainer in stock under the 2017 Plan .
| Performance Metric | 2024 Policy for Directors |
|---|---|
| Performance conditions (TSR, EBITDA, etc.) | Not used for director pay; all shares vest on grant date . |
| Option awards | No director option awards disclosed in 2024 Director Compensation table . |
Other Directorships & Interlocks
- No current public company directorships disclosed for Schultz; disclosed board roles are at private companies or prior roles (see External Roles) .
- Related-party transactions: The proxy includes policy language and does not describe any specific related-party transactions involving Schultz in 2025 .
Expertise & Qualifications
- 18 years of CFO experience, including 13 years with a public telecom; deep accounting, reporting, SEC filings, FP&A, treasury, audit, tax, HR oversight; designated Audit Committee Financial Expert .
Equity Ownership
- Beneficial ownership as of March 27, 2025:
| Holder | Shares Beneficially Owned | Options Exercisable in 60 Days | Total | Percent of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Wesley E. Schultz | 40,295 | — | 40,295 | <1.0% | 5,178,176 shares outstanding as of 3/27/2025 |
- Ownership alignment policies:
- Articles require directors to be shareholders; part of director compensation is paid in stock .
- Insider Trading Policy prohibits hedging, short sales, margin purchases (except for cashless option exercises), and pledging company securities .
- Section 16(a) compliance: Company reports all required insider filings were timely in 2025 .
Governance Assessment
-
Strengths
- Financial oversight: Audit Committee Chair and SEC-designated financial expert; active audit oversight with documented auditor independence controls and pre-approval policy .
- Independence and engagement: Board and committee independence affirmed; board meets monthly; each director attended ≥75% of meetings in 2024; independent director executive sessions held regularly .
- Alignment: Significant equity component in director pay; ability to elect additional stock; shares vest upon issuance; anti-hedging and anti-pledging policies in place .
- Shareholder support: 2024 election results for Schultz (For 2,043,659; Withhold 325,910; 977,589 broker non-votes) indicate continued support . 2025 say-on-pay passed (For 2,129,498; Against 166,184; Abstain 196,329; 834,496 broker non-votes); shareholders reaffirmed triennial say-on-pay frequency .
-
Watch items
- Tenure: Independent Director since 2012 (lengthy tenure by some governance frameworks) .
- Legacy director separation benefits: Accruals ended in 2017 but obligations remain outstanding ($230,002 as of 12/31/2024) .
-
Conflicts/Related-party exposure
- No specific related-party transactions involving Schultz disclosed in the 2025 proxy’s related transactions section; policy requires independent approval and arms-length terms for any such dealings .
Other Voting Data (context)
| Director Election Results for Schultz | 2021 | 2024 |
|---|---|---|
| Votes For | 1,995,496 | 2,043,659 |
| Votes Withheld | 186,105 | 325,910 |
| Broker Non-Votes | 1,082,619 | 977,589 |