Brandon Hope
About Brandon Hope
Brandon Hope (age 39) has served on SDSYA’s board since 2023 and is currently Company Secretary, with committee roles on Finance/Audit, Governance, and as Chair of the Nomination Committee; his current board term expires in 2026 . He has been a farmer for ~15 years, serves as President of two Company subsidiaries (High Plains Partners, LLC and High Plains Processing, LLC), and holds a B.S. in Landscape Design from South Dakota State University (2008) . The board reports that all managers attended at least 75% of board and relevant committee meetings in 2024; the board held 10 meetings in 2024 and all managers attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SDSYA (Board of Managers) | Secretary; Manager (Director) | Since 2023; current term ends 2026 | Finance/Audit Committee; Governance Committee; Nomination Committee Chair |
| High Plains Partners, LLC (Company subsidiary) | President | Not specified | Executive leadership at subsidiary; potential governance interlock with board oversight |
| High Plains Processing, LLC (Company subsidiary) | President | Not specified | Executive leadership at subsidiary; potential governance interlock with board oversight |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Brookings County Farm Service Agency Committee | Chairperson | Not specified | Sector expertise; public service background |
| Alano Society (Brookings, SD) | Treasurer | Not specified | Community/financial stewardship role |
| South Dakota Ag & Rural Leadership | Alumnus | Not specified | Leadership development credential |
Board Governance
- Board structure: 9 managers across SD/MN districts; Chair is not CEO/COO/CFO and no Company management serves on the board .
- Committees and roles (2024-2025):
- Finance/Audit Committee: Members include Craig Weber (Chair), Lewis Bainbridge, Mark Brown, Spencer Enninga, Brandon Hope, Alex Johnson, Robert Nelsen, Michael Reiner, and Doyle Renaas; 10 meetings in 2024 .
- Governance Committee (serves as Compensation Committee): Members are Craig Weber (Chair), Spencer Enninga, Brandon Hope, and Michael Reiner; 2 meetings in 2024 .
- Nomination Committee: Brandon Hope (Chair), Spencer Enninga, Mark Brown; 2 meetings in 2024 and through Mar 31, 2025 .
- Independence: Audit Committee—apart from Messrs. Hope and Weber, members are independent per NASDAQ Rule 5605(a),(c); Hope and Weber are not independent due to soybean sale payments to them in the prior three years . Nomination Committee—apart from Mr. Hope, members are independent per NASDAQ Rule 5605(a); Hope is not independent for the same reason .
- Attendance: All managers attended ≥75% of board and relevant committee meetings in 2024; 10 board meetings; all managers attended the 2024 Annual Meeting .
- Compensation oversight: No standing compensation committee; Governance Committee and the full board handle executive and board compensation; Say‑on‑Pay is triennial and received member support in 2022 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Monthly stipend | $300 per manager | 2024 board policy (approved Feb 2022) |
| Meeting fee – President | $1,000 per board/committee meeting or function | |
| Meeting fee – Secretary | $800 per board/committee meeting or function | Applies to Mr. Hope as Secretary |
| Meeting fee – other managers | $600 per board/committee meeting or function | |
| Teleconference meeting fee | $100 per board/committee meeting held via conference call | |
| Reimbursement | IRS mileage/travel expenses | |
| Equity/deferred/perqs | None provided to directors | No equity, options, non‑equity incentive, deferred comp, perqs, or insurance for directors |
| Brandon Hope – 2024 total cash fees | $10,800 | Fees Earned or Paid in Cash (2024) |
Performance Compensation
- Directors receive no performance-based compensation (no stock awards, options, or non‑equity incentives) .
- The Governance Committee serves as the compensation committee for executives (not directors), with responsibilities for policy, awards, and plan oversight; Say‑on‑Pay in 2022 was supportive .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Conflict/Interlock |
|---|---|---|---|
| High Plains Partners, LLC | SDSYA subsidiary | President (Hope) | Officer role at subsidiary while serving on board and Governance/Nomination committees; monitor for related‑party or influence risks |
| High Plains Processing, LLC | SDSYA subsidiary | President (Hope) | Same as above; chairman of board (Weber) also serves as VP of these subsidiaries, indicating overlapping oversight chains |
Expertise & Qualifications
- Industry: 15 years as a farmer; ag supply chain exposure .
- Leadership: President of Company subsidiaries; chair of county FSA committee; treasurer experience; SD Ag & Rural Leadership alumnus .
- Education: B.S., Landscape Design, South Dakota State University (2008) .
Equity Ownership
| Holder | Capital Units Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Brandon Hope (Manager) | 10,000 | * | Each listed manager under 1.5% individually; no >5% holders as of May 1, 2025 |
| Managers & Executive Officers (group) | 156,500 | 0.5% | Group total (11 individuals) |
Related-Party Transactions and Independence
- Soybean purchases from directors in ordinary course on same basis as unrelated parties: $646,000 from Brandon Hope (FY2024) and $399,000 (FY2023); $558,000 from Craig Weber (FY2024) .
- Independence implications: Hope is not independent for NASDAQ 5605 audit/nomination standards due to these payments .
- Review/approval: No formal related‑party transaction policy beyond Operating Agreement requirement for majority vote by disinterested directors; conflicted managers precluded from voting unless widely available to all members (e.g., soybean delivery programs). Board states 2024 compliance with these terms .
- Section 16(a): Company reports timely compliance by officers, directors, and >10% holders for 2024 .
- Insider trading policy: Company maintains an insider trading policy; copy filed as Exhibit 19.1 to the 2024 Form 10‑K .
Governance Assessment
- Strengths
- Clear separation of chair and management; no Company executives on the board .
- Defined committee structure with active meeting cadence (Audit: 10; Governance: 2; Nomination: 2) and ≥75% attendance for managers .
- Transparent disclosure of director cash compensation; no director equity or perqs (limits pay‑risk) .
- Operating Agreement provides a disinterested‑vote framework for related‑party transactions .
- Concerns / RED FLAGS
- Not independent: Hope is non‑independent for Audit and Nomination due to material commodity transactions with the Company (FY2024: $646k; FY2023: $399k) .
- Subsidiary officer overlap: Hope (President of two Company subsidiaries) and the board chair (Weber) serve as officers of the same subsidiaries—heightened interlock risk while Hope sits on Governance (compensation oversight) and chairs Nomination .
- No audit committee financial expert; typical of producer cooperatives but a governance limitation for financial oversight .
- No formal stand‑alone related‑party transactions policy beyond Operating Agreement; continued significant director commodity sales warrant rigorous disinterested oversight and disclosure .
- No director equity ownership program or guidelines disclosed, limiting ownership alignment optics (directors paid only in cash) .
Implications: While board engagement looks adequate and cash‑only director pay reduces direct pay‑risk, Hope’s non‑independence (due to sizable related‑party sales) and simultaneous leadership at Company subsidiaries create potential conflicts in sensitive areas (nomination, compensation oversight, and audit). Investors should monitor related‑party volumes, committee compositions when approving executive pay or board slates, and any enhancements to related‑party review policies and director independence safeguards .