Alex Johnson
About Alex Johnson
Alex Johnson (age 38) is an independent member of SDSYA’s Board of Managers since 2024 and serves on the Finance/Audit Committee; he is a farmer and a loan officer at Integrity Bank Plus with a B.A. in Chemistry from Augustana University (2009) . The board states that, apart from two members tied to soybean sales (Hope, Weber), all Finance/Audit members (including Johnson) are independent under NASDAQ Rule 5605; the committee met 10 times in 2024 . Board attendance in 2024 was strong, with each manager attending at least 75% of board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Integrity Bank Plus | Loan Officer | Not disclosed (current) | Credit/underwriting background adds financial risk perspective |
| Self-employed | Farmer | 9 years | Sector expertise and producer perspective |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| Walnut Grove EDA | President | Not disclosed | Economic development leadership |
| Sanford Medical Center Westbrook | Vice-President (Board) | Not disclosed | Healthcare governance exposure |
| Westbrook Fireman’s Relief Association | Director | Not disclosed | Community fiduciary experience |
| Redwood County LINC (Lead, Inspire, Network and Create) | Director | Not disclosed | Regional leadership network |
Board Governance
- Committee assignments: Finance/Audit Committee member; not designated as chair .
- Independence: Board believes all Finance/Audit members are independent except Hope and Weber; Johnson is independent under NASDAQ Rule 5605(a),(c) .
- Attendance: Each manager met at least 75% attendance for board and applicable committees in 2024 .
- Board structure: 9-person board across 3 districts; President (chair) is not an executive; no standing compensation committee—governance committee plus full board handle executive and board compensation .
- Audit committee activity: 10 meetings in 2024; full-board audit oversight; no “financial expert” designated (common for producer-based entities) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board/committee in-person meeting fees | President: $1,000; Secretary: $800; Other managers: $600 per meeting | Policy approved Feb 2022; applies to 2024 |
| Conference call meeting fee | $100 per meeting | 2024 policy |
| Monthly stipend | $300 per manager | 2024 policy |
| 2024 total fees – Alex Johnson | $4,800 | Joined the Board June 18, 2024 |
Performance Compensation
| Instrument/Plan | Detail |
|---|---|
| Equity/Options for directors | None – no equity awards, options, non-equity incentives, or deferred comp for board members |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles |
|---|---|---|---|
| Public company boards | Public | None disclosed | — |
| Walnut Grove EDA; Sanford Medical Center Westbrook; Westbrook Fireman’s Relief Association; Redwood County LINC | Private/Non-profit/Local | Roles as listed above | Not disclosed |
- Family/interlock note: The 2024 proxy disclosed Johnson is the grandson of then-director Robert Nelsen (District 2); the 2025 proxy states no family or interlocking relationships among managers/officers/nominees, but provides no specific update on this relationship .
Expertise & Qualifications
- Education: B.A., Chemistry, Augustana University (2009) .
- Technical/industry: Agricultural producer; credit and lending experience as a loan officer (relevant to risk, capital, and counterparty assessment) .
- Audit context: Finance/Audit Committee member; the company does not designate a “financial expert” on the committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Votes beneficially owned | 1 | As of May 1, 2025 |
| Capital units beneficially owned | 2,500 | Jointly with spouse |
| Ownership % of outstanding | ~0.0082% | Calculated: 2,500 / 30,411,500 units outstanding as of May 1, 2025 |
| Vested vs. unvested shares | Not disclosed | No director equity program |
| Options (exercisable/unexercisable) | None disclosed | No director options program |
| Pledged shares | Not disclosed | No pledging disclosure in proxy |
Related-Party Transactions and Conflicts
- Transactions: None involving Johnson disclosed in 2023–2024; soybean purchases disclosed from two other directors (Hope: ~$646,000 in 2024; Weber: ~$558,000 in 2024) on ordinary-course terms .
- Family relationship: 2024 proxy disclosed Johnson is the grandson of Robert Nelsen (then a board member); 2025 proxy states no family/interlocking relationships, with board actions governed by disinterested voting requirements in the operating agreement .
- Review process: Transactions involving related persons require disinterested board approval per operating agreement; policy applied in 2024 .
Say-on-Pay & Shareholder Feedback (context)
- 2025 agenda includes an advisory Say-on-Pay vote (executives); outcome not yet disclosed in the proxy .
- Governance committee considered favorable Say-on-Pay feedback from 2022 in setting executive pay philosophy .
Insider Trades (Section 16)
| Date | Form | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| — | — | No Form 4 transactions disclosed in proxy; company states all Section 16 filings were timely for FY2024 | — | — |
Governance Assessment
- Positives
- Independent director with lending and agriculture experience; active Finance/Audit participation (10 audit meetings in 2024) and at least 75% overall attendance supports engagement and oversight .
- Board chair is non-executive; executives are not on the board; insider trading policy and Code of Ethics are in place .
- Watch items / RED FLAGS
- Cash-only director compensation (no equity) limits direct alignment with long-term unit value; Johnson’s disclosed stake is small (2,500 units, ~0.0082%) .
- No separate compensation committee; governance committee and board manage executive and board pay—acceptable for small issuer but concentrates pay oversight .
- Family relationship disclosed in 2024 (grandson of then-director Robert Nelsen) raises potential perceived conflict even though 2025 states no family relationships; ensure disinterested voting and continued transparency on any shared matters .
Overall, Johnson appears independent and engaged with relevant financial and sector expertise; alignment is primarily through attendance and committee work rather than equity, and prior family linkage warrants continued monitoring under the company’s disinterested voting framework .