BOSTON OMAHA CORP CLASS A (BOC)
Sector: Communication
2026 Annual Meeting Analysis
BOSTON OMAHA CORP CLASS A · Meeting: August 21, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Peterson has served as a director and executive since 2015, giving him full accountability for the stock's -20.5% three-year return, which trails the sector benchmark XLI by 98.9 percentage points — far exceeding the 30-percentage-point trigger threshold for companies with negative absolute returns; the five-year return of -51.4% confirms this is sustained underperformance rather than a temporary dip, so no mitigating adjustment applies.
Keating has served as a director since 2016, giving him full tenure overlap with the severe stock underperformance; BOC's three-year return of -20.5% trails the XLI sector benchmark by 98.9 percentage points, far exceeding the 30-point trigger for companies with negative absolute returns, and the five-year return of -51.4% confirms this is not a temporary setback.
Kenan has served as a director since 2017, meaning his entire tenure on the board coincides with the period of severe stock underperformance; BOC's three-year return of -20.5% lags the XLI benchmark by 98.9 percentage points, and the five-year return of -51.4% shows the problem is deep-rooted rather than recent.
Royal has served since January 2019, giving him meaningful overlap with the multi-year underperformance period; BOC's three-year return of -20.5% is 98.9 percentage points below the XLI benchmark, far exceeding the 30-point trigger threshold, and the five-year return of -51.4% rules out any mitigating adjustment.
Srinivasan has served as a director since 2017, giving him full accountability for the company's sustained stock decline; BOC's three-year return of -20.5% trails the XLI benchmark by 98.9 percentage points, and the five-year return of -51.4% confirms this reflects a prolonged failure to deliver shareholder value rather than a short-term fluctuation.
For Analysis
Burt joined the board in September 2024, which is within the 24-month window that exempts new directors from the TSR underperformance trigger, giving him reasonable time to contribute before being held accountable for prior performance.
Graff joined the board in January 2025, well within the 24-month exemption window, so the TSR underperformance trigger does not apply to him at this time.
The TSR underperformance trigger fires for five of the seven directors. BOC's three-year stock return of -20.5% lags the XLI industrials sector benchmark by 98.9 percentage points — more than three times the 30-point threshold that applies when a company has a negative absolute return. The five-year return of -51.4% rules out any mitigating adjustment based on a longer track record. The two newest directors (Burt, joined September 2024; Graff, joined January 2025) are exempt under the 24-month new-director rule. All five longer-tenured directors — Peterson, Keating, Kenan, Royal, and Srinivasan — receive AGAINST votes.
Say on Pay
✓ FORCEO
Adam K. Peterson
Total Comp
$671,164
Prior Support
96%+%
The CEO's total compensation of $671,164 — consisting entirely of base salary and benefits with no bonus or equity — is modest for a company of BOC's size and almost certainly within or below benchmark for a CEO at a ~$450 million market cap industrials company, so the pay level test does not trigger a No vote. While the absence of any variable pay for the CEO is a structural weakness (the policy favors at least 50-60% variable compensation), it cuts in shareholders' favor here because the CEO is effectively absorbing all of the downside alongside shareholders — he has not received a bonus since 2021 despite the stock's significant decline. Prior say-on-pay support exceeded 96% at the last three annual meetings, and there is no evidence of a pay-for-performance disconnect given the CEO's voluntary sacrifice of any incentive compensation during years of underperformance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$839,772
Non-Audit Fees
$173,408
Deloitte & Touche was only appointed in 2025 (replacing KPMG, which had served since 2020), so tenure is approximately one year and well below any concern threshold; the non-audit fees of $173,408 represent about 21% of audit fees of $839,772, which is comfortably below the 50% threshold that would raise independence concerns, and Deloitte is a Big Four firm fully appropriate for a company of BOC's size.
Overall Assessment
This is a three-proposal ballot covering director elections, auditor ratification, and say-on-pay. The dominant issue is severe and sustained stock underperformance — BOC's shares have lost 20.5% over three years and 51.4% over five years while the XLI industrials benchmark gained 78.4% over the same three-year period, a gap of nearly 99 percentage points that triggers AGAINST votes for five of the seven director nominees; only the two newest board members (Burt and Graff) are shielded by the 24-month new-director exemption. The auditor ratification and say-on-pay proposals both pass their respective policy screens and receive FOR votes.