Lewis Bainbridge
About Lewis Bainbridge
Lewis Bainbridge (age 75) is a farmer with 47 years of experience and was elected as the District 3 manager of South Dakota Soybean Processors, LLC (SDSYA) on June 17, 2025; he serves on the Finance/Audit Committee and is considered independent under NASDAQ Rule 5605(a) in the company’s analysis of committee independence . He holds a B.S. in Plant Science from South Dakota State University (1972) and previously served as a helicopter pilot in the U.S. Army for five years . His current board term runs to the 2028 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Soybean Board | Chairman | Not disclosed | Industry leadership in soybean sector |
| South Dakota Soybean Research & Promotion Council | Chairman | Not disclosed | State-level commodity leadership |
| South Dakota Corn Utilization Council | Chairman | Not disclosed | State-level commodity leadership |
| U.S. Army | Helicopter Pilot | ~5 years (prior) | Military aviation experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| High Plains Partners, LLC (SDSYA subsidiary) | Board Member | Not disclosed | Affiliate board role |
| High Plains Processing, LLC (SDSYA subsidiary) | Board Member | Not disclosed | Affiliate board role |
| Davison County Conservation Board | Board Member | Not disclosed | Local governance experience |
Board Governance
- Committee assignments and structure:
- Finance/Audit Committee member; the committee includes the full board (per audit report) and met 10 times in 2024; Craig Weber serves as chair; the company notes no “financial expert” on the committee, which is common for producer-based boards .
- Governance Committee (acts as compensation committee) members: Craig Weber (chair), Spencer Enninga, Brandon Hope, and Michael Reiner; met 2 times in 2024 (Bainbridge is not a member) .
- Nomination Committee members for 2025 meeting: Brandon Hope (chair), Spencer Enninga, Mark Brown; met 2 times in 2024 and through March 31, 2025 (Bainbridge is not a member) .
- Independence: Apart from two managers tied to soybean sales (Hope and Weber), members of the Finance/Audit Committee are considered independent under NASDAQ Rule 5605(a) and (c); Bainbridge is not identified as non‑independent .
- Attendance and engagement: The board held 10 meetings in 2024; all managers, including Bainbridge, attended at least 75% of their board and committee meetings; all attended the 2024 Annual Meeting .
- Board leadership: The board chair (president) is a non-executive; no company executives serve on the board, maintaining separation from management .
- 2025 election outcome: Bainbridge (District 3) elected unopposed (For 135; Abstain 16) on June 17, 2025; term to 2028 .
- Say-on-Pay 2025: Approved on an advisory basis (For 280; Against 83; Abstain 139) .
- Policies: The company maintains an insider trading policy and a policy regarding hedging; code of ethics applies to officers with 8‑K disclosure for amendments/waivers .
Fixed Compensation (Director)
| Item | Structure / Amount | Notes |
|---|---|---|
| Board/Committee meeting fee (President) | $1,000 per meeting | 2024 policy approved Feb 2022 |
| Board/Committee meeting fee (Secretary) | $800 per meeting | 2024 policy approved Feb 2022 |
| Board/Committee meeting fee (Other managers) | $600 per meeting | Applies to Bainbridge |
| Conference call meeting fee | $100 per call | All managers |
| Monthly stipend | $300 per month | All managers |
| Equity/deferred/perquisites | None provided to directors | No equity, options, non‑equity incentives, deferred comp, perqs, or defined contribution plans for directors |
| 2024 Cash Fees – Lewis Bainbridge | $9,600 | Total director cash compensation for 2024 |
Performance Compensation (Director)
| Component | Detail | Status |
|---|---|---|
| Equity awards (RSUs/PSUs/Options) | Director equity or option grants | None for board; not provided |
| Performance cash/metrics | Director performance-based pay (TSR/EBITDA/etc.) | None for board; not provided |
The board compensates directors solely via cash fees and stipends; no performance metrics apply to director pay .
Other Directorships & Interlocks
- Public company boards: Not disclosed for Bainbridge in the proxy .
- Interlocks: The company states no family or interlocking relationships among managers, officers, key employees, or nominees .
- Related parties: No related‑party transactions involving Bainbridge disclosed; 2024 purchases of soybeans were from Brandon Hope ($646k) and Craig Weber ($558k), on standard terms; the operating agreement requires disinterested voting on such matters .
Expertise & Qualifications
- Agriculture leadership: Former chairman of the United Soybean Board, SD Soybean Research & Promotion Council, and SD Corn Utilization Council – deep sector knowledge and stakeholder networks .
- Governance and oversight: Member of the Finance/Audit Committee; committee (full board) oversees financial reporting and auditor interactions; no designated “financial expert” identified by the company .
- Education and discipline: B.S. in Plant Science (SDSU, 1972); U.S. Army helicopter pilot experience .
Equity Ownership
| Holder | Security | Amount | Notes/Percent |
|---|---|---|---|
| Lewis Bainbridge | Capital units (beneficial) | 19,000 | Held by Bainbridge Family 2021 Trust; trustee: L. Bainbridge |
| Votes beneficially owned | Vote count | 1 | Voting at member level (1 vote per Class A member) |
| Units outstanding (Class A) | Capital units | 30,411,500 | As of May 1, 2025 |
| Ownership % (calc.) | % of Class A | ~0.0625% | Calculated: 19,000 / 30,411,500; company notes each listed manager’s % ≤1.5% |
No pledging or hedging by Bainbridge is disclosed; the company maintains an insider trading and hedging policy .
Governance Assessment
-
Positives (investor confidence signals)
- Independent director with extensive sector leadership; serves on Finance/Audit Committee; board–management separation with a non‑executive chair .
- Strong engagement: at least 75% attendance for all managers and committees in 2024; all attended the 2024 Annual Meeting .
- Ownership alignment: beneficially owns 19,000 units via family trust; board members must be members or representative owners under the operating agreement .
- Shareholder support indicators: Bainbridge elected unopposed; Say‑on‑Pay passed (For 280 vs 83 Against) .
-
Watch items / RED FLAGS (governance risk considerations)
- No designated “audit committee financial expert”; Finance/Audit Committee is the full board, which is common in producer co-ops but below best‑practice standards for capital markets issuers .
- No standing compensation committee; governance committee and board set executive and board pay; concentrated committee roles may limit specialized oversight .
- Related‑party commercial activity exists at board level (soybean purchases from two managers, at market terms); while Bainbridge is not implicated, the board’s independence mix warrants monitoring .
- RPT review lacks a formal standalone policy; operating agreement requires disinterested votes, which the company reports were followed in 2024 .
-
Overall: Bainbridge brings sector credibility and independent oversight with satisfactory engagement. Key structural governance gaps (no audit financial expert; no dedicated comp committee) and recurring related‑party transactions by some directors suggest continued focus on committee composition, financial expertise, and RPT safeguards is prudent .
Appendix: 2025 Election and Board Context
| Item | Detail |
|---|---|
| Election result (District 3) | Lewis Bainbridge: For 135; Abstain 16 |
| Term length | Elected managers serve to 2028 Annual Meeting |
| Board meetings (2024) | 10 board meetings; ≥75% attendance by all managers; all attended 2024 Annual Meeting |
| Finance/Audit meetings (2024) | 10 meetings; full board per audit report; chair: Craig Weber; no “financial expert” |
| Governance Committee | Chair: Craig Weber; members: Enninga, Hope, Reiner; 2 meetings (2024) |
| Nomination Committee | Chair: Brandon Hope; members: Enninga, Brown; 2 meetings (2024 and through Mar 31, 2025) |
| Director fee policy (2024) | $600 per meeting (non‑officers), $300 monthly stipend; $100 per call; no equity or incentives |
| Bainbridge 2024 director fees | $9,600 |