Jonathon Niehaus
About Jonathon Niehaus
Jonathon F. Niehaus (age 69) is a Class II independent director of SHFS, serving as Board Chair and Lead Independent Director; he was appointed to the Board on September 28, 2022 and brings extensive regulatory and compliance credentials from prior senior roles in financial services . He is Managing Partner of Interactive Global Solutions (since January 2011), previously Global SVP at First Data Corporation and Western Union (2003–2011), and holds a Bachelor of Science in Journalism Communications from the University of Iowa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Data Corporation & Western Union | Global SVP, government relations and public affairs; led outreach to U.S. Attorneys General on compliance/AML | 2003–2011 | Regulatory and compliance leadership experience relevant to SHFS risk oversight |
| SHF, LLC (Safe Harbor Financial predecessor) | Board of Managers member | Feb 2022–Sep 2022 | Predecessor governance experience at SHFS |
| Alliance Partnership (Attorney General Alliance initiative) | Senior Advisor | Not specified | Rule-of-law and regulatory advisory background |
| Colorado Great Outdoors Trust Fund | Board member | 10 years (dates not specified) | Public service and fiduciary experience |
| Interactive Global Solutions | Managing Partner | Jan 2011–present | Global consulting, governance and strategy expertise |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Farnsworth Group | Chair | Not specified | Private, multi-state architecture and engineering firm |
| Make A Difference Foundation | Chair | Not specified | Non-profit focused on green energy initiatives |
| Various private companies | Advisor | Not specified | Private company advisory roles |
Board Governance
- Board Chair and Lead Independent Director (Class II); Board views this leadership structure as providing effective independent oversight and a clear chain of command .
- Independence: Board determined Niehaus is independent under Nasdaq rules; he is listed among independent directors in 2024 and 2025 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023 and 2024; all directors attended the annual meeting in those years .
- Board classification: Three classes of directors with staggered terms; Niehaus is Class II .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Actions by unanimous written consent | 5 | 11 |
| Attendance threshold met (≥75%) | Yes | Yes |
| Committee | Membership (includes Niehaus?) | Chair | Meeting Count |
|---|---|---|---|
| Audit Committee | Yes; members: Summers, Niehaus, Carleton | Summers | 5 meetings (2023) ; 7 meetings, 1 consent (2024) |
| Compensation Committee | Yes; members: Carleton, Niehaus, Summers | Carleton | 3 meetings, 2 consents (2023) ; membership confirmed for 2024 |
| Nominating & Corporate Governance Committee | Yes; members: Racine, Summers, Niehaus, Carleton | Racine | 3 meetings, 1 consent (2023) |
Fixed Compensation
- Structure: Quarterly cash $12,500; $1,500 per committee meeting; $2,000 per Board meeting; chair retainers—Audit $20,000, Compensation $15,000, Nominating $10,000; Board Chair additional $60,000; CEO-director receives no fees .
- 2023 mix included cash plus equity; 2024 shows cash-only director compensation and chair retainers .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 151,750 | Includes Board Chair additional cash portion ($30,000 of $60,000 split) and meeting fees |
| 2024 | 110,500 | Cash fees under stated structure; Board Chair $60,000 addition included |
| Fee Component (2024) | Amount |
|---|---|
| Quarterly director cash payment | $12,500 |
| Per committee meeting fee | $1,500 |
| Per Board meeting fee | $2,000 |
| Audit Committee chair retainer | $20,000 |
| Compensation Committee chair retainer | $15,000 |
| Nominating & Corporate Governance chair retainer | $10,000 |
| Board Chair additional retainer | $60,000 |
Performance Compensation
- 2023 equity: Fully vested RSUs with immediate vesting were granted to each director (approx. $125,000); Niehaus reported equity compensation fair value of $130,160; Board Chair $60,000 was split equally between fully vested RSUs and cash .
- 2024 equity: No director equity grants disclosed; compensation presented as cash-only .
| Year | Award Type | Grant Date | Vesting | Fair Value ($) |
|---|---|---|---|---|
| 2023 | RSUs | Jan 10, 2023 | Immediate vest | 130,160 (Niehaus) |
| 2024 | — | — | — | — (no equity disclosed) |
| Performance Metric | Status |
|---|---|
| Revenue/EBITDA/TSR goals tied to director awards | None disclosed; RSUs were fully vested upon grant |
Other Directorships & Interlocks
- Public company boards: No public-company directorships disclosed for Niehaus; external roles noted are private/non-profit .
- Compensation Committee interlocks: None during 2023 .
| Item | Status |
|---|---|
| Public-company boards (current) | None disclosed |
| Compensation Committee interlocks (2023) | None |
Expertise & Qualifications
- Regulatory and compliance expertise from global financial services roles; provides legal/regulatory/compliance insights to the Board .
- Leadership experience spanning government relations and AML compliance outreach to U.S. Attorneys General .
- Board governance experience as SHFS predecessor board member and multiple external chair roles .
Equity Ownership
- Beneficial ownership: Niehaus owns 16,596 shares; indicated as less than 1% of outstanding common stock; shares outstanding as of record date: 2,953,473 .
| Holder | Shares Owned | % of Outstanding |
|---|---|---|
| Jonathon F. Niehaus | 16,596 | <1% |
| Shares Outstanding (Record Date) | Amount |
|---|---|
| Common shares | 2,953,473 |
Governance Assessment
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Board effectiveness: Niehaus serves as Board Chair and Lead Independent Director, a structure the Board deems effective for independent oversight; he is independent under Nasdaq rules and served on all three key committees (Audit, Compensation, Nominating) in 2023–2024, suggesting strong engagement and governance involvement .
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Attendance and engagement: Directors met ≥75% attendance thresholds in 2023 and 2024; audit committee activity increased to 7 meetings in 2024, indicating active oversight; Niehaus participated as a committee member and Board leader .
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Pay and alignment: 2023 director compensation included fully vested RSUs, which provide equity exposure but lack performance conditioning; 2024 compensation shifts to cash-only for directors, reducing equity alignment signals for that year; Board Chair incremental retainer of $60,000 is typical for added responsibilities but should be monitored given cash-heavy mix in 2024 .
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Conflicts and related-party exposure: No family relationships disclosed; independence affirmed; related-party disclosures primarily concern PCCU (majority shareholder at ~33%) and company-level agreements, not Niehaus personally; the Nominating & Corporate Governance Committee monitors conflicts, and Niehaus served on that committee .
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RED FLAGS:
- 2023 director RSUs were fully vested at grant with no performance metrics, which weakens pay-for-performance alignment for directors; 2024 absence of equity further reduces long-term alignment signals .
- PCCU’s significant ownership (33.0%) can exert influence; while not a Niehaus-specific conflict, continued independence vigilance is warranted by the board leadership and committees .
Overall, Niehaus presents strong regulatory/compliance expertise, independent status, and robust committee engagement, offset by director equity design in 2023 lacking performance metrics and a cash-heavy 2024, which investors should weigh for long-term alignment and governance signal quality .