Spencer Enninga
About Spencer Enninga
Spencer Enninga (age 72) serves as Vice-President on the SDSYA board and sits on the Finance/Audit, Governance, and Nomination committees; he has been on the board since 2020 with a current term expiring in 2026 . He is a farmer with 47 years of experience and holds a B.S. in Animal Science (University of Minnesota, 1976) . The board held 10 meetings in FY2024, and each board member and committee member attended at least 75%; all board members attended the 2024 Annual Meeting . SDSYA indicates committee independence under NASDAQ Rule 5605 with noted exceptions (Hope, Weber); Enninga is considered independent on Finance/Audit and Nomination committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nobles Cooperative Oil | Former Chairman | — | Leadership of cooperative |
| AgStar Farm Credit Association | Former Chairman | — | Leadership of farm credit association |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nobles Cooperative Oil | Former Chairman | Past | External, not disclosed as public company |
| AgStar Farm Credit Association | Former Chairman | Past | External, finance-related cooperative |
| High Plains Partners, LLC; High Plains Processing, LLC (subsidiaries) | — | — | No Enninga role disclosed; other directors serve on these |
Board Governance
| Attribute | Detail |
|---|---|
| Board Position | Vice-President |
| Committee Memberships | Finance/Audit; Governance; Nomination |
| Committee Chair Roles | None; Audit Chair: Craig Weber; Governance Chair: Craig Weber; Nomination Chair: Brandon Hope |
| Independence | Independent on Finance/Audit and Nomination committees (exceptions: Hope, Weber) |
| Board Meetings FY2024 | 10 meetings; each board member attended ≥75%; all attended Annual Meeting |
| Committee Attendance FY2024 | Each manager attended ≥75% of their committee meetings |
| Committee Meetings FY2024 | Finance/Audit: 10 ; Governance: 2 ; Nomination: 2 (2024 through Mar 31, 2025) |
| Years on Board | Since 2020 |
| Current Term Expiry | 2026 |
Fixed Compensation
| Component | Policy Amount | 2024 Actual (USD) |
|---|---|---|
| Per-meeting fee (managers other than President/Secretary) | $600 per board or committee meeting | — |
| Teleconference meeting fee | $100 per meeting | — |
| Monthly stipend | $300 per month | — |
| Total fees paid (Spencer Enninga) | — | $10,200 |
| Equity/Options/Deferred comp/perquisites | Not provided to managers | — |
Performance Compensation
| Element | Status |
|---|---|
| Equity awards (RSUs/DSUs) | None for board managers |
| Stock options | None for board managers |
| Non-equity incentives | None for board managers |
| Deferred compensation | None for board managers |
| Perquisites | None for board managers |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Committee/Notes |
|---|---|---|---|
| Nobles Cooperative Oil | Cooperative | Former Chairman | External, not identified as public company |
| AgStar Farm Credit Association | Cooperative/Finance | Former Chairman | External |
| Public-company boards | — | None disclosed | No public company directorships identified in proxy biography |
| SDSYA Subsidiaries (High Plains Partners LLC; High Plains Processing LLC) | Subsidiaries | — | No Enninga role disclosed in proxy; other directors noted |
Expertise & Qualifications
- 47 years as a farmer; experienced in producer-based agricultural governance
- B.S., Animal Science, University of Minnesota (1976)
- Committee experience: Finance/Audit, Governance, Nomination
- Audit committee explicitly lacks a designated “financial expert”; board members are generally farmers
Equity Ownership
| Item | Value |
|---|---|
| Capital Units Beneficially Owned | 12,500 (via Spencer Enninga Revocable Living Trust) |
| Number of Votes Beneficially Owned | 1 |
| Ownership Percentage | Below 1.5% of outstanding (denoted “*”) |
| Managers & Executive Officers as a Group | 156,500 units; 0.5% |
| >5% Holders | None; no person beneficially owned >5% |
| Pledging/Hedging | No pledging/hedging disclosed for Enninga in proxy |
Governance Assessment
- Committee roles and independence: Enninga is a member of Finance/Audit, Governance, and Nomination; he is considered independent on Finance/Audit and Nomination, with exceptions limited to Hope and Weber due to soybean sales to the Company .
- Attendance and engagement: Board met 10 times in 2024; all board members met at least a 75% attendance threshold and attended the Annual Meeting, indicating baseline engagement .
- Compensation alignment: Board compensation is modest, cash-only (meeting fees and monthly stipend), with no equity or incentive awards; Enninga’s 2024 total was $10,200, and he holds 12,500 capital units via trust. Low equity use for directors reduces direct pay-for-performance alignment, but personal unit ownership provides some alignment; group ownership is 0.5% .
- Executive pay oversight: The Governance Committee (including Enninga) functions as the compensation committee, sets compensation policies, considers CEO input on other executives, and excludes the CEO from deliberations on his pay; the board references triennial Say-on-Pay outcomes (members supported the system at the 2022 vote) .
- Related-party exposure: No related-person transactions disclosed involving Enninga; the Company purchased soybeans from directors Hope and Weber in 2023–2024 and relies on disinterested voting under its operating agreement rather than formal related-party policies—this mitigates conflicts procedurally but remains a governance watchpoint .
- Audit oversight: Entire board serves on Finance/Audit; no designated financial expert; audit committee met 10 times, reviewed auditor independence, and pre-approves non-audit services—robust meeting cadence but lack of financial expertise is a risk indicator for complex financial oversight .
RED FLAGS
- Audit committee lacks a designated financial expert; entire board composition of farmers may limit technical financial oversight .
- Related-party product purchases from other directors (Hope, Weber) and absence of formal RPT review procedures beyond operating agreement; while disinterested voting is applied, these transactions warrant continued monitoring .
- Governance committee met only twice in FY2024; limited meeting frequency may constrain executive compensation and succession oversight depth .
Positive Signals
- Independence affirmed for Enninga on key committees; explicit exclusion of CEO from his pay deliberations .
- Strong attendance baseline and participation in all-board audit oversight; transparent disclosure of auditor fees and independence .
- Modest, non-perquisite director pay structure; no equity/options or deferred comp for directors reduces risk of misaligned incentives .