Christine Hamilton
About Christine Hamilton
Christine Hamilton, MBA, is a co-founder of SAB Biotherapeutics and has served on the Board since 2014. She is 69 and is classified as a Class III Director; the Board determined she is independent under Nasdaq rules. She holds a B.A. in Philosophy from Smith College and an MBA in Entrepreneurship from the University of Arizona. Her background includes ownership/leadership of Christiansen Land and Cattle (diversified agribusiness), Dakota Packing, and multiple public/private board roles, underpinning strong governance credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Christiansen Land & Cattle, Ltd. | Owner & Managing Partner | Not disclosed | Diversified farming and ranching leadership |
| Dakota Packing, Inc. | Owner | Not disclosed | National protein distribution business leadership |
| Federal Reserve Bank (Ninth District) | Director | Four-year term; recognized in 2018 | Board service recognized for exemplary service |
| HF Financial Corp./Home Federal Bank (now Great Western Bancorp) | Director | Not disclosed | Public company board experience |
External Roles
| Organization | Type | Role | Committee roles |
|---|---|---|---|
| Titan Machinery | Public company | Director | Not disclosed |
| Padlock Ranch | Private | Director | Not disclosed |
| Meadowlark Institute | Non-profit | Director | Not disclosed |
Board Governance
- Independence: The Board determined Ms. Hamilton is an independent director under Nasdaq listing rules.
- Committee roles: Chair, Compensation Committee; members include Hamilton (Chair), Erick Lucera, and Katie Ellias; the committee met 10 times in 2024.
- Other committees (Board-wide): Audit Committee members are Erick Lucera (Chair), William Polvino, and Jeffrey Spragens; Nominating & Corporate Governance members are David Link (Chair), Scott Giberson, Andrew Moin, and Jay S. Skyler.
- Attendance: In 2024, the Board held 7 meetings and each director attended at least 75% of Board and committee meetings; independent directors held 7 executive sessions.
- Leadership structure: The Chair is also the CEO (Samuel J. Reich), with rationale disclosed in the proxy.
Fixed Compensation
| Year | Cash Retainer (Board/Committee) | Director Fee Policy Details |
|---|---|---|
| 2023 | $25,000 (Hamilton) | Prior to May 2024, non-employee director annual retainer was $25,000; no separate committee fees disclosed for 2023. |
| 2024 | $32,000 (Hamilton) | Policy: $30,000 Board retainer; Committee Chairs: Audit $8,000, Compensation $7,000, Nominating & Governance $6,000; Committee members: Audit $6,000, Compensation $5,000, Nominating & Governance $4,000. |
Performance Compensation
| Year | Equity Type | Grant Date Fair Value | Vesting / Structure | Performance Metrics |
|---|---|---|---|---|
| 2024 | Stock Options | $78,450 (Hamilton) | Inaugural grant on joining board: 35,000 options vest in 3 equal annual installments; Annual grant: 20,000 options vest in 2 equal annual installments beginning year 1. | No performance metrics disclosed for director equity; awards are time-based. |
The company’s omnibus plan permits RSUs, performance units/shares, and other award types; however, director equity awards described for 2024 are time-based options rather than performance-conditioned instruments.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Titan Machinery | Public | Director | Public company directorship; no committee interlocks disclosed. |
| Padlock Ranch | Private | Director | None disclosed. |
| Meadowlark Institute | Non-profit | Director | None disclosed. |
| HF Financial/Great Western Bancorp | Public (historical) | Director (prior) | Historical service; no interlocks disclosed. |
- Compensation Committee interlocks: Not disclosed; committee members (Hamilton, Lucera, Ellias) all deemed independent.
Expertise & Qualifications
- Co-founder of SAB Biotherapeutics; significant founder-level context on strategy and history.
- Governance and public company experience across financial and industrial sectors (Federal Reserve Bank Ninth District, Titan Machinery).
- Entrepreneurial and operating background in agribusiness and protein distribution.
- Education: B.A. (Philosophy), Smith College; MBA (Entrepreneurship), University of Arizona.
Equity Ownership
| As-of Date | Common Shares Beneficially Owned | % of Common (as-of) | Notes/Breakdown |
|---|---|---|---|
| 12/8/2023 | 8,812,481 | 9.48% | Includes spouse and entity holdings; options/warrants within 60 days; based on then-outstanding shares. |
| 3/21/2025 | 883,568 | 9.44% | Based on 9,288,868 common shares outstanding; includes 499,308 directly, 17,424 co-owned w/spouse, 290,901 spouse, 2,500 Christiansen Investments, 8,298 warrants, 20,935 options. |
| 8/1/2025 | 895,894 | 8.53% | Based on 10,411,061 common outstanding (and 127,413,435 eligible voting shares post preferred-conversion basis); includes 32,098 options and 8,298 warrants; spouse options also included per footnote. |
- Pledging/Hedging: Company prohibits director/officer/employee hedging transactions in company securities. No explicit director pledging policy disclosure found.
Compensation Structure Analysis
- Year-over-year mix: Hamilton’s disclosed director pay increased from $25,000 cash in 2023 to $32,000 cash plus $78,450 in stock options in 2024, increasing equity-at-risk and aligning more with shareholders.
- Committee fee structure established in 2024 formalizes additional pay for committee leadership and service (Hamilton benefits as Compensation Chair).
- Equity design for directors utilizes time-based options; no disclosed performance-vesting criteria for director equity awards in 2024.
Potential Conflicts and Related-Party Exposure
- Family relationship: Edward Hamilton (spouse) is a former Executive Chairman (retired October 2021) and was named a Board observer; his holdings are included in Christine Hamilton’s beneficial ownership calculation. No related-party transactions are disclosed in the cited sections.
- Christiansen Investments: 2,500 shares held by an entity controlled by Hamilton; she disclaims beneficial ownership beyond pecuniary interest.
- Governance structure: Combined CEO/Chair role at SABS (Samuel J. Reich) can concentrate power; independent sessions are held regularly.
Dilution and Plan Oversight Context (Board Signal)
- August 2025 special meeting sought approval for potential >19.99% issuance upon Series B preferred conversion at sub-minimum Nasdaq price; up to ~100M immediate and ~250M eventual shares could be issued, materially diluting existing holders absent blockers and subject to terms.
- Plan amendment in August 2025 proposed expanding shares available under the 2021 Omnibus Equity Incentive Plan from 7.75M to 31.93M and raising the evergreen cap from 10M to 73.75M shares, heightening potential dilution; full Board approves non-employee director awards.
Governance Assessment
-
Strengths
- Independent director with extensive public company and regulatory board experience; chairs the Compensation Committee that met 10x in 2024, indicating active oversight.
- Strong attendance culture—each director ≥75% attendance; independent directors held 7 executive sessions in 2024.
- Material equity ownership (8–9% over 2024–2025), indicating alignment; breakdown includes direct, co-owned, spouse, entity, and option/warrant interests.
- Hedging is prohibited under company policy, supporting alignment.
-
Watch items
- Family linkage: Spouse is former Executive Chairman and current board observer; while disclosed, it warrants continued monitoring for perceived independence and related-party risks.
- Combined CEO/Chair structure concentrates authority; reliance on independent sessions and committee chairs to counterbalance.
- Equity plan amendments and Series B financing substantially expand potential equity issuance and evergreen capacity—dilution risk and compensation plan governance warrant close Compensation Committee oversight.
Director Compensation (Detail)
| Metric (FY2024) | Amount |
|---|---|
| Fees Earned/Paid in Cash | $32,000 |
| Option Awards (Grant Date Fair Value) | $78,450 |
| Stock Awards (RSUs) | — (none disclosed) |
| Total | $110,450 |
Policy reference: Board retainer $30,000; Chair fees (Audit $8,000; Compensation $7,000; Nominating & Governance $6,000); Member fees (Audit $6,000; Compensation $5,000; Nominating & Governance $4,000); Initial director option 35,000 (3-year vest), annual 20,000 (2-year vest).
Equity Ownership Detail (Breakdown as of 3/21/2025)
- 499,308 shares directly; 17,424 shares co-owned with spouse; 290,901 shares spouse; 2,500 shares via Christiansen Investments; 8,298 warrants exercisable within 60 days; 20,935 options exercisable within 60 days; spouse options also noted separately.
Independence, Attendance, and Engagement
- Independent status affirmed under Nasdaq rules; Board majority independent.
- 2024 Board meetings: 7; each director attended ≥75% of Board and committee meetings; 7 independent director executive sessions.
- Compensation Committee chaired by Hamilton (10 meetings in 2024), with chartered authority to retain independent advisors and oversee compensation programs.
Policies and Safeguards
- Insider Trading Policy prohibits hedging by directors, officers, and employees.
- Clawback and stock ownership guidelines referenced for executive officers; no explicit director stock ownership guideline disclosed in cited sections.
No compensation committee interlocks or related-party transactions involving Ms. Hamilton are disclosed in the cited materials; continue to review future proxies for Item 404 updates.
Appendix: Beneficial Ownership Table (Oldest → Newest)
| Metric | 12/8/2023 | 3/21/2025 | 8/1/2025 |
|---|---|---|---|
| Common Shares | 8,812,481 | 883,568 | 895,894 |
| % of Common (as-of) | 9.48% | 9.44% | 8.53% |
Notes: 3/21/2025 breakdown includes direct, co-owned, spouse, entity, warrants, and options exercisable within 60 days. 8/1/2025 reflects a different capital base associated with Series A/B preferred structures and eligible voting shares.
Summary for Investors
- Hamilton brings meaningful independence, sector-spanning governance experience, and material share ownership, with active engagement as Compensation Chair.
- Key governance watchpoints are the combined CEO/Chair structure, family linkage, and sizable potential dilution from financing and plan amendments; the Compensation Committee’s rigor on dilution and pay-for-performance alignment will be critical.