Michael Reiner
About Michael Reiner
Michael Reiner (age 71) serves on SDSYA’s board of managers representing District 3, with current committee assignments on the Finance/Audit and Governance Committees. He rejoined the board on June 18, 2024 after prior service from 2018–2023; his current term expires in 2027. Reiner has been a farmer for ~45 years and holds a B.S. in Business Administration from Bemidji State University (1976). The company considers him independent under NASDAQ Rule 5605(a) and (c) (the only Audit members deemed not independent are Brandon Hope and Craig Weber) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SDSYA (Board of Managers) | Manager (Board Member) | 2018–2023 | Board service prior to current term |
| St. Raphael Education Board | Chairman | — | Community governance leadership |
| St. John Lutheran Home (Springfield, MN) | Vice-President | — | Community/healthcare non-profit leadership |
| Southern Minnesota Growers Association | Secretary/Treasurer | — | Sector association leadership |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| St. Raphael Education Board | Non-profit/education | Chairman | Leadership role |
| St. John Lutheran Home (Springfield, MN) | Non-profit/elder care | Vice-President | Leadership role |
| Southern Minnesota Growers Association | Industry association | Secretary/Treasurer | Leadership role |
Board Governance
- Committees: Finance/Audit Committee member; Governance Committee member. Governance also functions as the compensation committee for executive and board pay given SDSYA’s size and structure .
- Committee chairs: Not disclosed for Reiner; Audit Chair is Craig Weber; Governance Chair is Craig Weber .
- Independence: Audit Committee independence asserted for all members except Hope and Weber; Reiner is treated as independent under NASDAQ Rule 5605(a),(c) (issuer not exchange-listed) .
- Meetings and attendance: 10 board meetings in FY2024; Audit Committee met 10 times; Governance Committee met 2 times. Each board member attended at least 75% of board meetings and at least 75% of their committee meetings; all board members attended the 2024 Annual Meeting .
- Audit Committee report: Entire committee (including Reiner) recommended inclusion of FY2024 audited financial statements in the 10-K after discussions with Eide Bailly LLP per PCAOB/SEC standards .
- Insider trading/hedging policy: Company maintains an insider trading policy and a policy regarding hedging applicable to directors, officers, and employees (details not specified in proxy) .
Fixed Compensation
Director compensation is entirely cash-based with meeting fees and a monthly stipend; no equity or non-equity incentives are provided.
| Component | Amount | Notes |
|---|---|---|
| Board/Committee meeting fee – President | $1,000 | Per meeting/function |
| Board/Committee meeting fee – Secretary | $800 | Per meeting/function |
| Board/Committee meeting fee – All other managers (incl. Reiner) | $600 | Per meeting/function |
| Teleconference meeting fee (any manager) | $100 | Per board/committee meeting held via conference call |
| Monthly stipend (any manager) | $300 | Monthly |
| Perquisites/benefits | None | No equity awards, non-equity incentives, deferred comp, DC plans, consulting fees, life insurance, or other perqs |
| Director | Year | Total Cash Fees |
|---|---|---|
| Michael Reiner | 2024 | $4,800 |
Performance Compensation
| Performance Vehicle | Metrics/Targets | Payout Determination | FY2024 Outcome |
|---|---|---|---|
| None for directors | — | — | Company provides no equity, options, or non-equity incentive compensation to directors |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Reiner in the proxy .
- Interlocks: The company discloses no family or interlocking relationships among managers, officers, key employees, or nominees .
Expertise & Qualifications
- 45+ years as a farmer; strong operational and producer perspective aligned with SDSYA’s producer-based governance model .
- Business training (B.S., Business Administration, Bemidji State University, 1976) .
- Governance experience across community and sector organizations (education board chair; non-profit VP; growers association officer) .
- Audit and governance committee experience at SDSYA; however, the Audit Committee has no designated “financial expert,” which the company notes is common for producer-based entities .
Equity Ownership
| Holder | Units Beneficially Owned | Ownership % of Outstanding | Nature of Ownership | Notes |
|---|---|---|---|---|
| Michael Reiner | 17,000 | <1.5% (per-owner cap disclosure) | Joint with spouse | Table lists 1 vote beneficially owned; company discloses no individual >5% owners |
- Group ownership: Managers and executive officers as a group hold 156,500 units (0.5% of outstanding) .
- Pledging/hedging: No pledging disclosures specific to Reiner; company references insider trading/hedging policy without detailed prohibitions in the proxy .
Governance Assessment
-
Positives
- Independent director with prior and current service, bringing continuity and producer-aligned expertise; attends ≥75% of board and committee meetings; participated in Audit Committee oversight and 10-K recommendation .
- Clean related-party profile for Reiner in the periods reviewed; related-person transactions identified involved other directors (soybean purchases from Hope and Weber) and were handled under “disinterested vote” rules per operating agreement; Section 16(a) compliance reported as timely .
- Compensation structure is simple, transparent, and cash-only; no equity or incentive pay that could bias oversight; modest meeting fees and stipend .
-
Watch items / potential red flags
- Audit Committee has no designated “financial expert,” which can be a governance weakness for public investors despite the producer-based rationale .
- Producer-board model: while Reiner was not named in related-party purchases, the board includes producer-members who transact with the company; continued robust recusal/disinterested voting processes remain critical to mitigate perceived conflicts .
- Lack of equity ownership guidelines for directors (not disclosed), which limits structured alignment signals; overall director ownership per person is under 1.5% of units .
-
Implications for investors
- Reiner’s independence and committee engagement support board effectiveness; absence of director equity and incentive pay reduces conflict risk.
- The Audit Committee’s lack of a financial expert and broader producer-board dynamic warrant ongoing monitoring, though the company details procedures for handling related-person matters and disclosed adherence in 2024 .
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