H. Randolph Holder
About H. Randolph Holder
Age 70; independent director since January 2016. President & CEO, Clarke Broadcasting Corp. (operates KVML, KZSQ, KKBN) since 1986; launched mymotherlode.com in 2000. Brings business leadership and local community engagement; nominated for a term expiring in 2028 if elected at the 2025 annual meeting. Beneficial ownership totals 150,176 shares (1.79% of outstanding), including 139,681 held via Holder Enterprises, LLC.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clarke Broadcasting Corp. | President & CEO | Since 1986 | Operates Sonora radio stations KVML, KZSQ, KKBN |
| mymotherlode.com | Founder | Launched 2000 | Community portal launch broadened local media footprint |
| Sonora Community Hospital Governing Board | Director (Past) | Not disclosed | Community health governance |
| Tuolumne County Chamber of Commerce | President (Past) | Not disclosed | Local business advocacy |
| Economic Development Company of Tuolumne County | President (Past) | Not disclosed | Economic development leadership |
External Roles
| Organization | Board Type | Role | Notes |
|---|---|---|---|
| Sonora Community Hospital Governing Board | Non-profit/Healthcare | Past Director | Local governance role |
| Tuolumne County Chamber of Commerce | Non-profit/Business | Past President | Community/business leadership |
| Economic Development Company of Tuolumne County | Non-profit/Economic Dev. | Past President | Regional economic development |
| Clarke Broadcasting Corp. | Private Company | President & CEO | Media operator in Sonora |
Board Governance
- Independence: Listed among independent directors under Nasdaq rules.
- Committees: Nominating (member), Compensation (member), Investment (member), Loan (Chair); not on Audit or CRA Committees.
- Attendance: Board met 12 times in 2024; every incumbent director attended at least 75% of Board and committee meetings; all 13 directors attended the 2024 annual meeting.
- Term structure: Classified board; nominated for term expiring 2028.
- Governance practices: Independent Board Chair, regular executive sessions, annual Board/committee self-evaluations.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (monthly) | $3,000 | Non-employee directors only |
| Fees earned or paid in cash (annual) | $36,000 | Based on $3,000/month |
| All other compensation | $12,061 | Director retirement agreement accrual and split-dollar life insurance imputed income |
Performance Compensation
- No director equity grants in 2024; as of December 31, 2024, Holder held 4,000 restricted shares (prior grants). No performance-based director pay metrics disclosed in proxy.
| Metric | Status |
|---|---|
| Performance-based director compensation | Not disclosed |
Other Directorships & Interlocks
| Company | Exchange | Role | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in proxy |
Expertise & Qualifications
- Media operations and local market knowledge; community leadership experience.
- Board emphasizes independence, ethical standards, and local community involvement in director selection criteria.
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| H. Randolph Holder | 150,176 | 1.79% (of 8,382,062 shares) | Includes 139,681 held by Holder Enterprises, LLC |
| Restricted stock held (director) | 4,000 | — | Director RS holdings as of 12/31/2024 |
- Ownership guidelines: Bylaws require directors to hold Company stock; no fixed target, directors encouraged to hold for investment.
- Trading policy: Prohibits speculation, short selling, options, and hedging or similar derivative arrangements.
Insider Trades
| Period | Form 4 Status | Notes |
|---|---|---|
| 2024–YTD 2025 | No delinquent filings reported for Holder | Company disclosed certain late filings for other insiders; none for Holder. |
Related Party Transactions and Conflicts
- No related-party transactions disclosed involving Holder; Board reviewed director-linked transactions and maintained independence determinations.
- 2024 payments to entities affiliated with Haidlen family noted; no Holder-linked payments disclosed.
- Loans to directors conducted on market terms under Regulation O; no unfavorable features disclosed.
Say-on-Pay & Shareholder Feedback (Context)
- 2022 say-on-pay approval: 97% of votes cast; next advisory votes at 2025 annual meeting; Board recommends triennial frequency.
Governance Assessment
- Strong alignment: Meaningful ownership (1.79%) plus 4,000 restricted shares supports investor alignment.
- Committee influence: Chairs Loan Committee and serves on Compensation, Nominating, and Investment—material impact on credit oversight, pay policies, and board refreshment.
- Independence and attendance: Classified as independent with adequate meeting participation; present at prior annual meeting.
- Conflicts: No Holder-related transactions disclosed; robust related-party approval policy reduces conflict risk.
- RED FLAGS: None disclosed specific to Holder (no hedging/derivatives per policy; no late Section 16(a) filings; no related-party payments).