Dr. Michael E. LeBeau
Otter TailAbout Dr. Michael E. LeBeau
Dr. Michael E. LeBeau (age 52) is System Vice President for the health services division of Sanford Health, overseeing the Bemidji, Fargo, Bismarck, and Sioux Falls regions, the Good Samaritan Society, the Virtual Hospital, and Sanford’s combined service lines of excellence. He joined Otter Tail Corporation’s Board in 2022 and is described as an executive leader with health and public policy expertise and active community leadership across regional boards; he previously served on the Sanford Board of Trustees .
Past Roles
| Organization | Role | Tenure | Responsibilities/Impact |
|---|---|---|---|
| Sanford Health | System Vice President, Health Services Division | 2021–present | Oversight of multiple regional operations (Bemidji, Fargo, Bismarck, Sioux Falls), Good Samaritan Society, Virtual Hospital, and service lines of excellence |
| Sanford Health Bismarck | President & CEO | 2019–2021 | Led administration, operational and strategic planning for Bismarck Region |
| Sanford Health Bismarck | Vice President of Clinics | 2014–2019 | Senior physician executive responsible for regional physicians and advanced practice providers |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Sanford Health | Board of Trustees (Trustee) | Health system | Governance role for one of the largest U.S. health systems |
| Missouri Valley Family YMCA, Bismarck | Board role (unspecified) | Non‑profit | Community leadership |
| University of North Dakota School of Medicine & Health Sciences | Board role (unspecified) | Academic | Regional academic governance |
| University of North Dakota Alumni Association and Foundation | Board role (unspecified) | Academic/Non‑profit | Alumni and foundation leadership |
No public company directorships disclosed in the proxy biography for Dr. LeBeau .
Board Governance
- Committee roles: Chair, Corporate Governance Committee; Member, Compensation and Human Capital Management Committee .
- Committee activity: Corporate Governance Committee (4 meetings); Compensation & HCM Committee (5 meetings) in 2024 .
- Independence: Board determined all directors except the CEO are independent; specific review concluded Sanford Health services to Otter Tail were de minimis, pre‑existing, and did not impair Dr. LeBeau’s independence (he recused from deliberations) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings and attended the 2024 Annual Meeting .
- Board leadership: Separate independent Chairman (Nathan I. Partain; Chairman since 2011), and CEO roles; regular executive sessions of independent directors after meetings .
| Committee | Role | 2024 Meetings | Governance Scope / Oversight |
|---|---|---|---|
| Corporate Governance | Chair | 4 | Director nominations, committee assignments, board/CEO performance evaluations, Human Rights Policy, Political Contributions & Lobbying Policy, onboarding and continuing education |
| Compensation & Human Capital Management | Member | 5 | Executive and director pay programs, equity plans, insider trading policy oversight, incentive recovery policies, human capital management, succession planning (non‑CEO) |
Fixed Compensation
| Item | Amount | Source |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Dr. LeBeau) | $91,250 | |
| Standard annual cash retainer (non‑employee directors) | $80,000 | |
| Committee chair retainer (non‑Audit) | $15,000 | |
| Audit Committee chair retainer | $21,000 | |
| Chairman annual retainer | $148,000 | |
| Meeting fees | None (no meeting fees paid) |
Additional fixed comp features:
- Directors may elect to receive annual retainers in cash, stock, or a combination; cash paid monthly, stock delivered quarterly .
- Director Deferred Compensation Plan (cash or RSUs) was terminated in 2024; no directors were participating at termination .
Performance Compensation
Directors receive time‑based restricted stock, not performance‑conditioned awards (no options granted in 2024) .
| Equity Component | Value / Structure | Vesting | Rights |
|---|---|---|---|
| 2024 Stock Awards (Dr. LeBeau) | $147,934 (grant‑date fair value) | Time‑based restricted stock; vests one‑third per year over 3 years | Eligible for dividends and voting |
| Annual director equity grant (per director) | ~$120,000 restricted stock | Granted at Annual Meeting | Dividend and voting rights |
| Additional equity per standing committee | ~$10,500 restricted stock per committee | Granted at Annual Meeting | Dividend and voting rights |
| Additional equity for Chairman | ~$42,000 restricted stock | Granted at Annual Meeting | Dividend and voting rights |
| Options | None awarded in last fiscal year | N/A | N/A |
Other Directorships & Interlocks
| Entity | Relationship to OTTR | Interlock / Transaction | Independence Outcome |
|---|---|---|---|
| Sanford Health | Vendor of health screenings/occupational health services to OTTR and subsidiaries | Services were de minimis, established prior to board appointment; Dr. LeBeau recused | Audit Committee concluded not a “covered transaction”; Board determined no impairment of independence |
Expertise & Qualifications
- Executive leadership in complex health services operations, with oversight across multiple regions and integrated care organizations; prior senior physician executive roles .
- Health/public policy familiarity and governance experience via Sanford Board of Trustees and regional board service; active community engagement .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Dr. LeBeau) | 6,100 shares | Less than 1% of outstanding common shares |
| Restricted stock held (12/31/2024) | 3,601 shares | Director RS grants outstanding at FYE |
| Shares pledged as collateral | None | No director or executive officer shares were pledged at 12/31/2024 |
| Shares outstanding (context) | 41,827,967 | As of 12/31/2024 |
| Director stock ownership guideline | $400,000 (5× $80,000 retainer), within 5 years | All existing non‑employee directors meet or are within the 5‑year window |
Governance Assessment
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Strengths:
- Independent director chairing Corporate Governance Committee; active oversight of nominations, board performance, and policy compliance, with structured director education and onboarding .
- Clear independence determination despite Sanford Health services; recusal observed and transactions deemed de minimis/not covered, supporting investor confidence .
- Strong attendance (≥75%), regular executive sessions, independent chair/CEO separation; robust governance practices (majority voting, risk oversight, stock ownership, hedging/pledging prohibited) .
- Transparent director pay structure with meaningful equity alignment and stock ownership guidelines; no meeting fees; deferred comp plan terminated to simplify incentives .
- Compensation committee uses independent consultant (WTW) with protocols to mitigate conflicts; comprehensive annual review of consultant independence .
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Watch items / potential conflicts:
- Related‑party exposure via Sanford Health services to OTTR; although de minimis and pre‑existing with independence preserved, continued monitoring is prudent (especially scope/amount over time) .
- Concentration of governance influence as Corporate Governance Committee Chair; ensure ongoing robust peer evaluations and independent facilitation (which the Board conducts) .
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Investor sentiment signal:
- Say‑on‑pay support of 96.0% at the 2024 Annual Meeting indicates broad shareholder alignment with compensation governance, indirectly supportive of board oversight quality .