Craig Weber
About Craig Weber
Craig Weber, age 58, is Board President at SDSYA and chairs both the Finance/Audit Committee and the Governance Committee; he has served on the SDSYA board since 2018 and previously from 2012–2016 . He has been a farmer for 34 years and holds a B.S. in Agriculture from South Dakota State University (1989) . Weber also serves as vice-president of High Plains Partners, LLC and High Plains Processing, LLC, subsidiaries of SDSYA, and has held community leadership roles including treasurer for Denver Township and the SDSU FarmHouse Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brookings/Kingsbury County Farm Bureau | President (past) | Not disclosed | Local agricultural leadership; community representation |
| Arlington Farmers Elevator | President (past) | Not disclosed | Cooperative governance; producer engagement |
| Arlington Public School District | Board member | Not disclosed | Education oversight and community governance |
| Prairie Ag Partners Cooperative | Board member | Not disclosed | Cooperative board experience |
| Denver Township | Treasurer | Not disclosed | Financial stewardship in local government |
| SDSU FarmHouse Association | Treasurer | Not disclosed | Alumni association governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| High Plains Partners, LLC (SDSYA subsidiary) | Vice-President | Not disclosed | Subsidiary role may create intra-group ties |
| High Plains Processing, LLC (SDSYA subsidiary) | Vice-President | Not disclosed | Subsidiary role may create intra-group ties |
Board Governance
- Weber chairs the Finance/Audit and Governance Committees; he is also Board President .
- Independence: The board believes that, apart from Messrs. Hope and Weber, audit committee members are independent under NASDAQ Rule 5605; Weber is not independent due to soybean sale transactions with the Company within the past three years .
- Attendance: Each board member attended at least 75% of board and committee meetings in FY2024; all board members attended the 2024 Annual Meeting .
| Committee | Role | Independence Status | Meetings (FY2024) | Attendance |
|---|---|---|---|---|
| Board of Managers | President | Not assessed (board-level) | 10 | ≥75% (each member) |
| Finance/Audit | Chair | Not independent (soybean sales) | 10 | ≥75% (each member) |
| Governance (serves compensation functions) | Chair | Not assessed | 2 | ≥75% (each member) |
| Nomination (2024) | Member | Not independent (soybean sales) | 2 (2023 & through 3/31/2024) | ≥75% (each member) |
Audit committee report notes oversight of accounting and auditor independence; Eide Bailly LLP audited FY2024 and FY2023; audit and tax fees disclosed and non-audit services require pre-approval .
Fixed Compensation
- Structure: Monthly stipend $300; per meeting fees—President $1,000, Secretary $800, other managers $600; $100 per meeting held via conference call; reimbursement at IRS travel rates; no equity, options, non-equity incentive payments, deferred comp, perquisites, or consulting fees for directors .
- 2024 Director Cash Compensation: Weber received $13,600 in total fees .
| Component | Amount | Notes |
|---|---|---|
| Monthly stipend | $300 per month | All managers |
| Per-meeting fee (President) | $1,000 per meeting | Applies to Board President |
| Conference call fee | $100 per meeting | All managers |
| 2024 total cash (Weber) | $13,600 | Sum of stipends and meeting fees |
Performance Compensation
- Directors receive no equity awards, options, non-equity incentives, or deferred compensation; therefore, no performance metrics apply to director pay .
| Metric | Incentive Type | Target/Weight | Outcome |
|---|---|---|---|
| None (directors) | N/A | N/A | N/A |
Other Directorships & Interlocks
| Entity | Type | Role | Committee/Notes |
|---|---|---|---|
| High Plains Partners, LLC | SDSYA subsidiary | Vice-President | Intra-group interlock |
| High Plains Processing, LLC | SDSYA subsidiary | Vice-President | Intra-group interlock |
| Prairie Ag Partners Cooperative | Cooperative | Board member | Community cooperative |
| Arlington Public School District | Public education | Board member | Local governance |
Expertise & Qualifications
- B.S. in Agriculture, South Dakota State University (1989) .
- 34 years of farming experience; leadership across agricultural cooperatives and local governance .
- Committee leadership: chairs Finance/Audit and Governance committees; board lacks a designated “financial expert” on the audit committee per disclosure .
Equity Ownership
| Holder | Units Beneficially Owned | Ownership Structure | Ownership % of Outstanding |
|---|---|---|---|
| Craig Weber | 12,000 | Craig & Karyn Weber Living Trust (trustee) | ~0.039% (12,000 units ÷ 30,411,500 outstanding) |
| Managers & Executive Officers (group) | 156,500 | Group total | 0.5% |
- No director equity awards outstanding; options not granted to directors; no deferred compensation for directors .
- The proxy notes that no person beneficially owned more than 5% of capital units as of May 1, 2025 .
Governance Assessment
-
Strengths
- Engagement: Board held 10 meetings in FY2024; audit and governance committees were active; each member attended ≥75%; all directors attended Annual Meeting 2024 .
- Oversight: Audit committee reports on auditor independence; non-audit services require pre-approval; Eide Bailly LLP fees transparently disclosed .
- Compliance: Section 16(a) filing requirements met for FY2024 based on company review .
- Shareholder voice: Advisory Say‑on‑Pay vote held (non-binding), with board intending to consider outcomes .
-
Risks and RED FLAGS
- Independence conflicts: Weber is not independent for audit and nomination committees due to related-person transactions (soybean sales to SDSYA) .
- Related-party exposure: Company purchased ~$558,000 of soybeans from Weber in FY2024; governance relies on “disinterested” board voting per operating agreement rather than formal RPT policy .
- Committee structure: No standing compensation committee; governance committee (chaired by Weber) handles executive and board compensation—heightens conflict risk given non-independence and related-party transactions .
- Financial expertise gap: Audit committee lacks a designated financial expert, common in producer-based entities but a governance weakness for investor confidence .
- Alignment: Director compensation is all-cash with no equity component; ownership stake is small relative to total units outstanding, limiting equity-linked alignment .
Overall, Weber’s extensive operational experience and committee leadership reflect high engagement, but his related-party transactions and dual chair roles (Audit and Governance) while not independent, coupled with the absence of a compensation committee and a financial expert, present governance risk factors that investors should monitor .