Mark Brown
About Mark Brown
Mark Brown (age 73) has served on South Dakota Soybean Processors, LLC’s board since 2017; his current term expires in 2026. He is an independent director with a 38-year career as an agricultural loan officer in the Farm Credit system and 28 years as a farmer. He holds a B.S. in Science Teaching from Mankato State University (1973) and resides in St. James, Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farm Credit system | Agricultural loan officer | 38 years | Credit and agricultural finance expertise applied to audit oversight |
| Farming enterprise | Owner/operator (farmer) | 28 years | Industry operating context for commodity risk and capital allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minnesota Soybean Growers Association | State Director; past Treasurer | Not disclosed | Industry association leadership; not a public company |
| St. James Lions Club | Past President | Not disclosed | Community leadership |
| First Lutheran Church (St. James, MN) | Past President | Not disclosed | Community leadership |
Board Governance
- Committees: Finance/Audit and Nominating; not a chair .
- Independence: Considered independent under NASDAQ Rule 5605; board notes exceptions apply to Hope and Weber (not Brown) due to soybean sales to the Company .
- Attendance: Board held 10 meetings in FY 2024; each board member and committee member attended at least 75% of respective meetings; all directors attended the 2024 Annual Meeting . Finance/Audit met 10 times; Governance met 2 times; Nomination met 2 times (2024 through Mar 31, 2025) .
- Executive sessions: Not specified; board leadership separate from management (board president is not CEO/COO/CFO; no executives on the board) .
Fixed Compensation
| Component | Policy Detail | Citation |
|---|---|---|
| Per-meeting fee (President) | $1,000 per board/committee meeting | |
| Per-meeting fee (Secretary) | $800 per board/committee meeting | |
| Per-meeting fee (Other managers) | $600 per board/committee meeting | |
| Conference call fee | $100 per board/committee meeting via conference call | |
| Monthly stipend | $300 per month to each manager | |
| Reimbursements | IRS-rate travel reimbursements for board/committee functions | |
| 2024 cash paid to Mark Brown | $10,300 | |
| 2023 cash paid to Mark Brown | $11,700 |
Performance Compensation
| Item | Status | Citation |
|---|---|---|
| Equity compensation (DSUs/RSUs/PSUs) to directors | None | |
| Non-equity incentive or deferred comp to directors | None | |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mark Brown .
- Interlocks with SDSYA customers/suppliers/competitors: None disclosed; board states no family or interlocking relationships among managers, officers, key employees, or nominees (2025) .
Expertise & Qualifications
- Education: B.S., Science Teaching, Mankato State University, 1973 .
- Technical/functional expertise: Agricultural lending, credit risk, and farming operations .
- Financial expert designation: The Company states no “financial expert” on the Finance/Audit Committee due to producer-based governance profile; Brown serves on the committee but not designated as an SEC “financial expert” .
Equity Ownership
| Holder | Votes Beneficially Owned | Capital Units Beneficially Owned | Ownership % |
|---|---|---|---|
| Mark Brown | 1 | 35,500 | Below 1.5% of outstanding units (no holder >5%) |
- Form of ownership: Joint ownership with spouse .
- Vested/unvested breakdown; options: Not applicable; no director equity awards; options not disclosed for directors .
- Pledging/hedging: No pledging disclosed; Company maintains an insider trading and hedging policy applicable to directors .
Governance Assessment
- Independence and conflicts: Brown is independent and not among directors receiving soybean purchase payments from the Company; related-party purchases disclosed only for Brandon Hope ($646,000 in 2024; $399,000 in 2023) and Craig Weber ($558,000 in 2024) . No related-party transactions tied to Brown disclosed .
- Board effectiveness: Active committee service (Finance/Audit and Nominating), with documented meeting cadence (10 Audit; 2 Nominating), and adequate attendance (≥75%) supports engagement .
- Director compensation alignment: Modest, service-based cash fees with no equity or incentive pay reduce risk of misaligned incentives; Brown’s compensation was $10,300 (2024) vs $11,700 (2023), reflecting meeting participation and stipend, not performance pay .
- Ownership alignment: Personal ownership of 35,500 units (joint with spouse) provides some “skin-in-the-game,” though voting is one-member-one-vote; percentage below 1.5% indicates limited concentration risk .
- Compensation committee practices: Governance committee acts as compensation committee for executives; no independent compensation consultant disclosed. Compensation philosophy emphasizes profitability-based cash bonuses and long-term deferred compensation for executives, not for directors .
Risk Indicators & Red Flags
- Related-party exposure: None for Brown; soybean purchases disclosed for other directors only .
- Hedging/pledging: Insider trading and hedging policy in place; no Brown-specific exceptions disclosed .
- Attendance: Meets minimum expectations (≥75%); no attendance shortfalls disclosed .
- Equity award repricing; tax gross-ups; perquisites: Not applicable to directors; none disclosed .
- Say-on-Pay and vote support: The Company held an advisory say-on-pay vote at the June 17, 2025 meeting; an Item 5.07 8-K press notice indicates proposals and elections, but vote tallies were not included in the public summary accessed; specific support rates for Brown’s election not available in our sources .
Committee Assignments (Detail)
| Committee | Role | Chair? | Meetings (FY 2024) | Independence Note |
|---|---|---|---|---|
| Finance/Audit | Member | No | 10 | Committee lacks SEC “financial expert”; Brown considered independent; chair is Craig Weber (2025) |
| Nominating | Member | No | 2 (2024 through Mar 31, 2025) | Brown considered independent; Brandon Hope not independent due to soybean sales |
Director Compensation (Realized)
| Year | Fees Earned or Paid in Cash | Equity/Options | Total |
|---|---|---|---|
| 2024 | $10,300 | None | $10,300 |
| 2023 | $11,700 | None | $11,700 |
Related Party Transactions (Context)
| Party | Nature | Amount | Year | Note |
|---|---|---|---|---|
| Brandon Hope (director) | Soybean sales to Company | ~$646,000 | 2024 | Director not independent due to transactions |
| Craig Weber (director) | Soybean sales to Company | ~$558,000 | 2024 | Director not independent due to transactions; also Audit chair (2025) |
| Brandon Hope (director) | Soybean sales to Company | $399,000 | 2023 | Director not independent due to transactions |
Ownership & Voting Framework
- Record date: 30,411,500 Class A units outstanding and 2,234 members, each with one vote (one-member-one-vote; voting not proportional to units) .
- Brown’s voting eligibility: 1 vote as a Class A member; not tied to 35,500-unit ownership for vote weight .
Notes on 2025 Annual Meeting Votes
- Proposals: Election of three managers (Districts 1–3) and advisory say-on-pay; Brown was not up for election (term expires 2026) .
- Item 5.07 filing: Company reported 2025 meeting on June 20, 2025; numeric tallies for elections and say-on-pay not provided in the public summary accessed; exact support rates for proposals are therefore not available from our current sources .
Summary Governance Signal
- Strengths: Independence; seasoned finance/ag lending background; active committee service; modest, non-performance director pay; personal unit ownership; compliant Section 16 reporting .
- Watch items: Absence of a designated “financial expert” on the audit committee; absence of an independent compensation consultant; agricultural producer governance model introduces routine related-party soybean transactions for some directors (not Brown) that require continued disinterested voting and disclosure vigilance .