ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The executive officers and directors of Husker Ag and their respective ages and
positions as of the date of this report are as follows:
Year First Director Term
Name Age Position Became Director Expires
Robert E. Brummels 57 Class I Director, 2004 2008
Treasurer
Ronald A. Fick 53 Class I Director 2002 2008
Kent A. Friedrich 45 Class I Director, Vice 2005 2008
Chairman of the Board and
Vice President
Stanley Gyberg 64 Class II Director 2003 2009
James Hall 63 Class I Director 2001 2008
Mike Kinney 50 Class II Director, 2000 2009
Chairman of the Board and
President
Walter Kittrell 45 Class I Director 2006 2008
Fredrick J. Knievel 66 Class III Director 2000 2010
James Krause 56 Class III Director 2007 2010
David Stearns 60 Class III Director 2004 2010
J. Alex Thramer 79 Class II Director 2000 2009
Gerald Winter 70 Class II Director 2006 2009
Leonard Wostrel 69 Class III Director, 2000 2010
Secretary
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Robert E. Brummels, of Coleridge, Nebraska, is a lifelong resident of Cedar
County, Nebraska. He and his wife currently operate a farm northeast of
Coleridge where they raise corn, soybeans and alfalfa and own a cow-calf herd.
Prior to his current farming operation, Mr. Brummels was in the dairy business
from 1974 through 1986 and in the hog business from 1987 through 1998. In 1973
Mr. Brummels graduated from the University of Nebraska-Lincoln College of
Agriculture with a Bachelor of Science degree in animal science. Mr. Brummels
has served as Treasurer of Husker Ag since June 2004.
Ronald A. Fick, of Luverne, Minnesota, is self-employed and has operated a corn
and soybean grain farming operation (Harvest Farms) since 1973. He is also owner
of a gravel and rock extraction business. Mr. Fick's operations are located just
to the southwest of Luverne, Minnesota. Mr. Fick served on the Sioux Valley
Southwestern Electric Advisory Board for 11 years. He has served on the Rock
County Fair Board of Directors for over 20 years, 3 years as President.
Kent A. Friedrich and his wife Denise, along with their three children, have
been lifelong residents of Plainview, Nebraska. Kent currently runs his own
Edward Jones investment office in Norfolk, Nebraska, where he has worked since
2002. Mr. Friedrich and his wife have also operated a farming operation for over
25 years. Mr. Friedrich has served on numerous boards and is currently serving
as Director of Specialty Protein Producers, LLC. He is also currently serving on
a local school board. Mr. Friedrich has served as Vice Chairman of the Board and
Vice President of Husker Ag since July 2006.
Stanley Gyberg is a self-employed farmer and has been actively engaged in
farming for 39 years and currently operates an 800 acre farm with a corn and
soybean rotation. Mr. Gyberg currently serves as a member of the Board of
Directors of CORN-er Stone Farmers Co-op. Mr. Gyberg has been married to his
wife Irene for over 40 years and they have 3 grown children.
James Hall, of Sioux Falls, South Dakota, was a former director of Agri-Energy,
L.P. Mr. Hall has been a farmer for 43 years in Southeast South Dakota. Mr. Hall
is the former President of the Lincoln County Farm Bureau and is currently the
President of the Lincoln County Soybean Association.
Mike Kinney has been employed by Kinney, Inc., which is a family farm
corporation located near Elgin, Nebraska since 1974. He is currently serving as
Vice President of Kinney, Inc. Mr. Kinney is also a partner in Kinney Bros., a
farming operation. Mr. Kinney has served as Chairman of the Board and President
of Husker Ag since July 2006, and previously served as the Vice Chairman and
Vice President from June 2004 - July 2006.
Walter Kittrell, of Columbus, Nebraska, is currently Vice President of Marketing
and Project Development for Fagen, Inc. and he has been employed by Fagen since
March 1994. Fagen, Inc. is a design-build contractor specializing in the
construction of ethanol plants.
Fredrick J. Knievel is the President and co-owner of Knievel Farms, Inc. which
is a farming operation located near Clearwater, Nebraska engaged in the
production of corn, soybeans, hay and cattle. Mr. Knievel has been associated
with Knievel Farms, Inc. since 1978. Mr. Knievel served as Chairman of the Board
and President of Husker Ag from June 2004 until July 2006.
James Krause is a lifelong resident of Brunswick, Nebraska. Mr. Krause and his
wife, Janet, own Krause Family Farms, Inc., which operates a family farm raising
irrigated corn and soybeans as well as hogs and cattle. Mr. Krause is a member
of the Antelope County Zoning Board, has served on the Plainview school board
for eight years, and is a member of the Antelope County corn, soybean, and pork
growers associations.
David Stearns currently resides in Luverne, Minnesota, where he was born and
raised. From August 1998 through June 30, 2007, Mr. Stearns was employed as a
DDG Marketer with Agri-Energy, L.P. a 20-million gallon per year ethanol plant
located in Luverne, Minnesota. Mr. Stearns' duties with Agri-Energy, L.P.
included the selling and scheduling of sales of distiller grains, and management
of the scale office for all inbound and outbound commodities. Mr. Stearns is
currently retired.
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J. Alex Thramer is self-employed in the irrigation sales and services industry
by Thramer Irrigation located near Ewing, Nebraska which has been in operation
for over 30 years.
Gerald Winter, of Luverne, Minnesota, is a lifelong resident of Rock County,
Minnesota. He and his family have been farming since 1960. He has served on
numerous boards including as Chairman of the Rock County Rural Board and in the
capacity of President of the congregation of his church. Mr. Winter has also
been actively involved with Agri-Energy, L.P., of Luverne, Minnesota from the
time of its inception.
Leonard Wostrel is a resident of Creighton, Nebraska, where he currently farms
1500 acres raising corn and soybeans in Pierce, Knox and Antelope Counties.
Mr. Wostrel has been in the farming business for over 40 years. Mr. Wostrel is
very interested in renewable fuels and has taken two trips with the Business
Advisory Council to Washington, D.C. to lobby for renewable fuel legislation.
Mr. Wostrel has served as Secretary of Husker Ag since June 2004.
All officers have been elected to serve until the next succeeding annual meeting
and until their successors have been elected and qualified.
Management
The Company is controlled by its Board of Directors and its day to day affairs
are managed by Seth Harder, General Manager and its executive officers who are
appointed for one year terms, subject to oversight and supervision by its Board
of Directors. Executive officers of the Company, and other significant employees
of the Company, are listed below:
Name and Age Current Position
Mike Kinney (50) Chairman of the Board and President
since July 17, 2006.1
Kent A. Friedrich (45) Vice Chairman of the Board and Vice
President since July 17, 2006.2
Leonard Wostrel (69) Secretary of the Company since June
29, 2004.
Robert E. Brummels (57) Treasurer of the Company since June
29, 2004.
Seth Harder (29) General Manager since January 2006.3
Shaun Waldow (35) Plant Manager since January 2006.
Kristine Wacker (32) Controller since January 2006.
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1 - Mike Kinney was elected Chairman of the Board and President on July 17, 2006,
replacing Fredrick Knievel who had been elected Chairman of the Board and
President on June 29, 2004.
2 - Kent A. Friedrich was elected Vice Chairman of the Board and Vice President
on July 17, 2006, replacing Mike Kinney when Mr. Kinney was elected Chairman
and President.
3 - Seth Harder was appointed as General Manager in January 2006, replacing Allen
Sievertsen who left the Company on December 31, 2005.
Seth Harder, age 29, has been General Manager for Husker Ag since January 2006.
Prior to this appointment, Mr. Harder served as the Company's Plant Manager from
September 2004 through December 2005. Mr. Harder was an ethanol trainer and
plant startup specialist from April 2004 through September 2004 for ICM, Inc.
Mr. Harder was the Production Manager from November 2002 until April 2004 for
Husker Ag. From December 2001 through November 2002, Mr. Harder managed a small
ethanol plant for Kuester Ag, LLC, which was owned by Gary Kuester, a former
member of the Board of Directors for Husker Ag.
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Shaun Waldow, age 35, has been Plant Manager since January 2006. Prior to this
position, Mr. Waldow had been Production Manager since May 2004, and he was an
operator for the Company from January 2003 to May 2004. Prior to working for
Husker Ag, Mr. Waldow worked as a farm and livestock manager for Warren Wortman
from 1992 until January 2003.
Kristine Wacker, age 32, has been Husker Ag's Controller since January 2006.
Prior to this position, Ms. Wacker has worked as the Company's plant accountant
since June 2004. Prior to her work for Husker Ag, Ms. Wacker worked as an
accountant and reimbursement analyst for Faith Regional Health Services, from
April 1999 through June 2004. From December 1996 through April 1999, Ms. Wacker
was a staff accountant for Auten, Sehi, Pruss and Beckmann, P.C.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than ten
percent beneficial owners are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of the Section 16(a) reports and
amendments thereto furnished to the Company, the Company knows of one Form 3
that was not filed on a timely basis during fiscal year 2007. The Form 3 was
filed by director, James Krause, on the eleventh day after Mr. Krause was
elected as a director, which was untimely by one day. Other than the
aforementioned Form 3, the Company believes all Section 16(a) reports were filed
on a timely basis by its directors, officers and greater than 10% members.
CODE OF ETHICS
The Company's Principal Executive Officer, Principal Financial Officer and
principal accounting officer or controller or other persons performing similar
functions, including the General Manager, are required to comply with the
Company's Code of Ethics, adopted by the Company Board of Directors. The purpose
of the Code of Ethics is to deter wrongdoing and to promote, among other things,
honest and ethical conduct and to ensure that the Company's business is
conducted in a consistently legal and ethical manner. Concerns or complaints
regarding ethical issues are treated on a confidential basis.
The Company will provide, without charge, to any person requesting a copy of its
Code of Ethics. A written request for such report should be directed to Mike
Kinney, Chairman of the Board and President, Husker Ag, LLC, 54048 Highway 20,
Plainview, Nebraska 68769. The Company's Code of Ethics was also filed as
Exhibit 99.1 to the 2003 Form 10-KSB which was filed with the SEC on March 30,
2004, and is available through the SEC's web site (www.sec.gov).
AUDIT COMMITTEE
The Company has established an audit committee in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act and believes that the members
of the Audit Committee are independent within the meaning of the listing
standards of the National Association of Securities Dealers, the operators of
the NASDAQ Stock Market. The Audit Committee reviews the services provided by
the Company's independent auditors, consults with the independent auditors and
reviews the need for internal auditing procedures and the adequacy of internal
controls. The Audit Committee currently consists of Robert E. Brummels, who
serves as the chairman of the committee, Kent Friedrich, Walter Kittrell and
Fredrick J. Knievel. Mike Kinney served as an audit committee member from
January 1, 2007 through December 18, 2007. There are no audit committee
financial experts on the Audit Committee. Like many Companies, it is difficult
for the Company to attract and retain board members who qualify as an "audit
committee financial expert" and competition for these individuals is
significant. There are a limited number of persons meeting the SEC requirements
for an audit
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committee financial expert located in the Northeastern Nebraska communities in
which the Company transacts business, or among investors in Husker Ag, who
comprise the likely base for persons serving on the Husker Ag Board.
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