UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant x  Filed by a Party other than the Registrant ¨

Check the appropriate box:

NUVERA COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NUVERA COMMUNICATIONS, INC
27 North Minnesota Street
New Ulm, Minnesota 56073
(507) 354-4111

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON
THURSDAY, MAY 27, 202125, 2023

The Annual Meeting of Shareholders (Annual Meeting) of Nuvera Communications, Inc. (Nuvera or the Company), will be held on Thursday, May 27, 202125, 2023, at 10:00 a.m. Central Time. The Annual Meeting will be a virtual meeting of shareholders, which will be conducted via a live webcast. It is important to note that Nuvera shareholders have the same rights and opportunities to participate in this virtual meeting as if they were attending an in-person meeting. You will be able to participate in the Annual Meeting, vote and submit your questions via the live webcast by visiting www.virtualshareholdermeeting.com/NUVR2021.NUVR2023. The Annual Meeting will be held for the following purposes:  

(1)                To elect three Directorstwo directors named in the attached proxy statement to serve for ensuing three-year terms;

(2)                To ratify the appointment of Olsen Thielen & Co., Ltd. as the Company’s independent registered public accounting firm for the year ended December 31, 2021;2023;

(3)                To approve an amendment to the Company’s bylaws to remove mention of age in reference to consideration of nominees for election as directors;

(4)                To approve an amendment to the Company’s Articles of Incorporation to eliminate a 30 share minimum for stock ownership in the Company; and

(3)               (5)                To transact any other business that may properly be brought before the meeting.

The Board of Directors (Board) has fixed the close of business on April 1, 2021March 30, 2023, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof.

BY THE ORDER OF THE BOARD OF NUVERA COMMUNICATIONS, INC.

/s/ Barbara A.J. Bornhoft

Barbara A.J. Bornhoft - Corporate Secretary

New Ulm, Minnesota

April 12, 2021

13, 2023

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NUVERA COMMUNICATIONS, INC
27 North Minnesota Street
New Ulm, Minnesota 56073
(507) 354-4111

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 27, 202125, 2023

QUESTIONS AND ANSWERS

What is the purpose of this Proxy Statement?

This proxy statement will be made available to shareholders beginning on or about April 12, 202113, 2023, for the solicitation of proxies for the Annual Meeting of Shareholders and any adjournment thereof, to be held commencing at 10:00 a.m., Thursday, May 27, 2021.25, 2023. The Annual Meeting will be a completely virtual meeting of shareholders that will be conducted via live webcast. You will be able to participate in the Annual Meeting, vote and submit your questions via live webcast by visiting www.virtualshareholdermeeting.com/NUVR2021.NUVR2023.   

Who can vote?

Record holders of the Company’s common stock at the close of business on April 1, 2021March 30, 2023, are entitled to vote at this Annual Meeting. Shareholders are entitled to one vote for each share held on the April 1, 2021March 30, 2023, record date. On that date, there were 5,207,1195,098,865 shares outstanding. In addition, shareholders have the right to cumulate votes in the election of Directors, as described on page 5. 

How do I vote?

Registered Shareholders. If your shares are registered in your name, you may vote by proxy in ONE of the following three ways:

The Internet and telephone voting procedures have been set up for your convenience and have beenwere designed to authenticate your identity and allow you to give voting instructions and confirm that those instructions have been recorded properly.

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Whether you choose to vote over the Internet, by telephone or by mail, you can specify whether your shares should be voted for all, any oneeither both, either or, two, or noneneither of the threetwo nominees for director. You can specify whether you want to vote for, or against, or abstain from voting for, the ratification of the appointment of the independent registered public accounting firm. You can also specify whether you want to vote for, against or abstain from voting for the proposal to amend the Company bylaws to eliminate the reference to age on considering nominees for election as directors to serve on the Board of the Company. You can also specify whether you want to vote for, against, or abstain from voting for the proposal to amend the Company’s Articles of Incorporation to eliminate a 30 share minimum for stock ownership in the Company. If you make these specifications, your shares will be voted as you direct. If you sign, date and return your Proxy Card, but do not specify how you want to vote, your shares will be voted FOR the election of all director nominees, andnominees. FOR the ratification of the appointment of the independent registered public accounting firm. FOR the proposal to amend the Company bylaws to eliminate the reference to age in considering nominees for directors to serve on the Board of the Company. FOR the proposal to amend the Company’s Articles of Incorporation to eliminate a 30-share minimum for stock ownership in the Company. 

Beneficial Owners/Nominee Shares. If your shares are held by a bank, broker, trustee, or some other nominee, that entity will give you separate voting instructions. If you do not provide voting instructions to your nominee, your shares will not be voted in the election of directors.directors, the proposal to amend the Company bylaws, or the proposal to amend the Company’s Articles of Incorporation.   

The persons named as proxies are Board members who are not currently standing for election. If any other matters are properly presented for action at the Annual Meeting, including a question of adjourning or postponing the Annual Meeting from time to time, the persons named in the proxies and acting in that capacity, will have discretion to vote on these matters in accordance with their best judgment.

The notice of the Annual Meeting, this proxy statement and related proxy card are being mailed to shareholders on or about April 12, 2021.13, 2023.

May I change my vote?

Your proxy may be revoked at any time before it is voted. You may change your vote after you submit your proxy card by:

Who is soliciting proxies?

The enclosed proxy is being solicited by the Board and the Company will pay the cost of the solicitation, including preparing, assembling and mailing the proxies and solicitation materials. The Company is soliciting proxies. In addition, the directors, officers and regular employees of the Company may solicit proxies personally or by telephone, for which they will receive no financial consideration other than their regular compensation. The Company will also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting materials to the beneficial owners of the shares of the Company common stock held as of the record date and will reimburse these persons for their reasonable expenses so incurred.

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When are shareholder proposals due for the next Annual Meeting?

Shareholders who want to have their proposals considered for inclusion in the Company’s proxy materials for the 20222024 Annual Meeting of Shareholders must submit their proposals to the Company no later than December 13, 2021.2023.

The proxy rules of the Securities and Exchange Commission (SEC) permit shareholders of a company, after timely notice to the company, to present proposals for shareholder action in the company’s proxy statement where the proposals are consistent with applicable law, pertain to matters appropriate for shareholder action and are not properly omitted by company action in accordance with Commission’s proxy rules. The 2024 Annual Meeting of Nuvera is expected to be held on or about May 23, 2024, and proxy materials in connection with that meeting are expected to be made available on or about April 12, 2024. Shareholder proposals prepared in accordance with the Commission’s proxy rules to be included in the Company’s 2024 Proxy Statement must be received at the Company’s corporate office, 27 North Minnesota Street, New Ulm, Minnesota 56073. Attention: CEO, by December 13, 2023, to be considered for inclusion in the Board’s Proxy Statement and proxy card for the 2024 Annual Meeting. Any proposal must be in writing and signed by the shareholder. In addition, if the Company is not notified by February 26, 2024, of a matter to be brought before the 2024 Annual Meeting by a shareholder, the proxies held by management may provide the discretion to vote against the proposal even though it is not discussed in the proxy statement for the meeting.  

Shareholder suggestions for Directors

The Company’s Corporate Governance and Nominating Committee will consider shareholder suggestions for nominees for election to the Company’s Board if these suggestions are in writing and include biographical data and a description of the nominee’s qualifications. These suggestions must also be accompanied by the written consent of each nominee and can be mailed to the Corporate Governance and Nominating Committee, Nuvera Communications, Inc., Attention: Corporate Secretary, 27 North Minnesota Street, New Ulm, Minnesota 56073. The Corporate Secretary must receive these suggestions no later than December 13, 2021.2023.

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Quorum, Abstentions, and Broker Non-Votes

The presence, in person or by proxy, of the shareholders of thirty-five percent of the shares of common stock outstanding and entitled to vote is necessary to constitute a quorum for the transaction of Company business at the Annual Meeting. All votes will be tabulated by the inspector of election for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

If a properly executed proxy is returned and the shareholder has abstained from voting on any matter, the shares represented by that proxy will be considered present at the Annual Meeting for purposes of determining a quorum and for purposes of calculating the vote but will not be considered to have been voted in favor of that matter.

If a properly executed proxy that is returned by a broker holding shares in street name indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (broker non-votes), these shares will be considered present at the Annual Meeting for purposes of determining a quorum but will not be considered to be represented at the Annual Meeting for purposes of calculating the vote with respect to those matters.

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There are currently seven directors serving on the Board and each director serves a three-year term. ThreeTwo directors will be elected at this Annual Meeting. The Board has nominated and recommends for election, Dennis E. Miller, Wesley E. SchultzJames J. Seifert and Suzanne M. Spellacy.Colleen R. Skillings. Mr. Miller, Mr. SchultzSeifert and Ms. SpellacySkillings currently serve as Directors and have agreed to stand for re-election. Biographical information on each of the nominees and all continuing directors is set forth on the following pages.   

We recommend that each proxyshareholder vote in favor of these nominees. The Board believes that each named nominee will be able to serve, but if any of the nominees are unable to stand for election, the Board may designate a substitute. Shares represented by proxies may be voted for the substitute but will not be voted for more than the threetwo nominees. The threetwo nominees receiving the greatest number of votes will be elected.  

Directors are elected by a plurality of the votes cast, i.e., the nominees receiving the greatest number of votes will be elected. For each share held, shareholders may cast one vote for each of the threetwo director positions to be filled at this Annual Meeting. Each shareholder entitled to vote also has the right to vote shares on a cumulative basis in the election of directors by giving written notice of intent to do so to any Officer of the Company before the Annual Meeting, or to the presiding Officer at the Annual Meeting at any time before the election. If notice of this intent is given, the presiding Officer at the Annual Meeting will announce before the election of directors that shareholders may vote their shares on a cumulative basis by multiplying the number of shares held by the shareholder by the number of directors to be elected. Each shareholder then may cast that shareholder’s votes for one candidate or may distribute the votes among any number of candidates. 

If no shareholder provides a notice of such intent, the nominees who receive the affirmative vote of the holders of a plurality of the voting power of the shares present and entitled to vote at the Annual Meeting will be elected to serve on the Board. If any shareholder determines to vote on a cumulative basis and an individual other than the above-stated nominees has been nominated to serve as a director, then the threetwo nominees receiving the largest number of votes, taking into account cumulative voting, will be elected to serve on the Board.

Votes cast for a nominee will be counted in favor of election. Withheld votes and broker non-votes will not count either in favor of or against election of a nominee. The persons appointed as proxies in the accompanying proxy card will vote for the election of the Board’s nominees, unless authorization to do so is withheld.

The Company has adopted governance guidelines, however, that provide that in an uncontested election of directors any nominee for director who receives a greater number of “withheld” than “for” votes must tender a written offer to resign from the Board within five business days of the certification of the shareholder vote by the inspector of elections. The Governance and Nominating Committee will then consider and make a recommendation to the full Board on whether to accept the resignation, following the procedure set forth in Section 29 of the Board of Directors Corporate Governance Guidelines, which are available at Nuvera.net.

BOARD OF DIRECTORS

The following biographies contain information, including business experience and memberships on other Boards pertaining to the nominees standing for election, as well as for other continuing directors. Unless otherwise indicated, all information is given as of April 1, 2021.March 30, 2023. Information concerning beneficial ownership of the Company’s common stock as of April 1, 2021,March 30, 2023, can be found on page 17. We are not aware of any arrangement or understanding pursuant to which any individual is to be selected as a director or nominee. There are no familial relationships between any director and Executive Officer.

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NOMINEES FOR ELECTION

To Serve a Three-Year Term Expiring In 20242026

Dennis E. MillerJames J. Seifert                  

6

Wesley E. SchultzColleen R. Skillings

7

Suzanne M. Spellacy

87

CONTINUING DIRECTORS

Perry L. Meyer

8

Dennis E. Miller

9

Bill D. Otis

10

James J. Seifert                  Wesley E. Schultz

11

Colleen R. Skillings

11

Suzanne M. Spellacy

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CORPORATE GOVERNANCE

Director Independence

Six of the Company’s seven current directors have metmeet the criteria for independence under the rules of the SEC and Rule 5605(a)(2) of the Nasdaq marketplace. Mr. Otis currently serves as a consultant to the Board and servedAfter serving as the Company’s President and CEO until September 3, 2019, Mr. Otis received payments as a consultant to the Board through April 2022, and is therefore not independent under thesethe Nasdaq marketplace rules. Mr. Otis receivesreceived no additional compensation for serving as a director.non-employee director until his consulting agreement with the Company expired in April 2022. See “Transition and Retirement Agreement with Bill Otis on page 20.

Director Qualifications

            Criteria for Membership

The Company’s Corporate Governance and Nominating Committee is responsible for annually reviewing the composition of the Board for desired skills and characteristics of directors, as well as the composition of the Board as a whole.

            Terms, Limitations and Retirement

Directors are elected to three-year terms. The Board does not believe it should establish a limit on the number of times that a director may stand for election. To ensure that the Board ofThere is not an age limit for appointment or election as a Director and in proposal #3, the Company is made uprequesting that shareholders approve an amendment to the Company’s bylaws to remove mention of individuals who are activeage in the business, agriculture, professional or working lifereference to consideration of the community, our By-Laws state that it is in the best interest of the Company that age limits are setnominees for members of the Board. No individual is eligible to be appointed or electedelection as a director after attaining the age of 69.directors. 

            Ownership of Company Stock

                        All directors are required to own common stock of the Company.

Selecting Nominees for Election to the Board

The Corporate Governance and Nominating Committee is the standing committee responsible for recommending to the full Board the nominees for election as directors at our annual shareholder meetings. The Company’s Bylaws call for the Board to then select nominees to stand for election. In making its recommendations, the Committee reviews the composition of the full Board to determine the qualifications and areas of expertise needed to further enhance the composition of the Board and works with management in attracting candidates with those qualifications. Although the Committee does not have a formal policy regarding diversity, the Committee seeks to provide the Board prospective nominees that reflect diversity in background, education, gender, business experience, skills, business relationships and associations, and other factors that would contribute to the Board’s governance of the Company.

Other Board Information

            Frequency of Meetings

The Board typically holds twelve regularly scheduled meetings per year. If necessary, special meetings of the Board are held as determined by the Board.

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Annual Evaluations

The Corporate Governance and Nominating Committee conducts, or causes to be conducted annual evaluations to assess the Board’s performance and composition.

Executive Sessions of Independent Directors

The Company’s independent directors (all members of the Board other than Mr. Otis) regularly meet in executive sessions (without members of management present).

Committees

The Board has four standing Committees: (i) Audit; (ii) Compensation; (iii) Corporate Governance and Nominating; and (iv) Executive. The composition and role of each committee is described below under “The Board of Directors and Committees.”

CEO and Management Succession

The Corporate Governance and Nominating Committee conducts periodic reviews to assess the succession planning for the Company’s Executive Officers. In the event of the loss of the CEO or any other Executive Officer, the Board would determine how to implement the existing succession plan and, in the case of the CEO, determine interim management of the Company.

Review and Access to Guidelines

The Corporate Governance and Nominating Committee reviews the Company’s Corporate Governance Policy annually, and if deemed appropriate, recommends amendments to the Board.

Communication with the Board

The Board has implemented a process by which Company shareholders may send written communications to the Board’s attention. Any shareholder desiring to communicate with the Board, or one or more of its Directors may send a letter addressed to:

Nuvera Communications, Inc.

Attention: Corporate Secretary (Board Matters)

             27 North Minnesota Street

             New Ulm, Minnesota 56073

The Board has instructed the Corporate Secretary to promptly forward all communications received to the full Board or the individual Board members specifically addressed in the communication, without first screening those communications.

The Company encourages all of its Directors and Officers to attend the Annual Meeting. All seven of the Company’s current Directors attended the Company’s 20202022 Annual Meeting, of Shareholders.which was held virtually.

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Code of Business Conduct

We have adopted a Code of Business Conduct and Ethics that applies to all Directors, Executive Officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions. The Code of Business Conduct and Ethics includes the following principles related to the Company Directors, Executive Officers and employees:  

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·         ●    Act with honesty and integrity;

·         ●    Promote full, fair, accurate, timely and understandable disclosures in reports and  documents filed with the SEC and other public communications;

·         ●    Comply with laws, rules and regulations of governments and their agencies;

·         ●    Respect the confidentiality of information acquired in the course of performing work for the Company, except when authorized or otherwise legally obligated to disclose the information; and

·         ●    Do not use confidential information of the Company for personal advantage or for the benefit of acquaintances, friends or relatives.

The Code of Business Conduct and Ethics is publically available by selecting the “About Us” tab drop down box and clicking on the “Investors” link on the Company’s website at www.nuvera.net. We intend to disclose (i) any amendments to, or (ii) waivers from, the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions or with respect to the required elements of the Code of Business Conduct and Ethics, by disclosing the amendment or waiver on this website.

Risk Oversight

The Board and each Committee are involved in overseeing risk associated with the Company and its operations. The Board and Audit Committee monitor the Company’s credit risk, liquidity risk, regulatory risk and cyber securitycybersecurity risk through regular reviews with management, external auditors and other advisors. In its periodic meetings with management and the Company’s independent registered public accounting firm, the Audit Committee discusses the scope and plan for the audits and includes management in its review of accounting and financial controls, assessment of business risks, and legal and ethical compliance programs. The Board and the Corporate Governance and Nominating Committee monitor the Company’s governance and succession risk through regular reviews with management and outside advisors. The Board and the Compensation Committee monitor the Company’s compensation and benefit policies and related risks through regular reviews with management and the Committee’s outside advisors. The Board and its Executive Committee monitor operational risk and enterprise risk by monitoring the Company’s overall strategic goals and objectives with management and the Board, and review and consider merger, acquisition and growth opportunities for recommendation to the Board. The Board as a whole monitors any potential for reputation risk.

Board Leadership

The Company’s governance policy states that the Board Chair must be an independent director, which creates a separation of the roles between the CEO and Chair of the Board. The Board feels that this structure ensures a greater role for the Chair, together with the active participation of the other independent directors, in setting agendas and establishing Board priorities and procedures.

Board of Director Committees

The Board consists of seven members with staggered terms of three years. The Board typically holds regular monthly meetings and several special meetings. It has established the following standing Committees: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; and (iv) Executive Committee. Committee Charters can be viewed on the Company’s website at www.nuvera.netwww.nuvera.net.. The Chair of the Board is an ex-officio member of all standing Committees. The Board held eleventwelve regular and threetwo special meetings in 2020.2022. All Committees met as required and each director attended 75% or more of the Board meetings and applicable Committee meetings on which he or she served.  

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Corporate Governance and Nominating Committee

Members of the Corporate Governance and Nominating Committee are Suzanne M. Spellacy (Chair), James J. Seifert and Colleen R. Skillings. The Corporate Governance and Nominating Committee is responsible for reviewing, addressing and making recommendations to the Board on matters pertaining to appropriate governance standards (including the Board’s nominating process).

Board policy requires consideration of candidates for director positions as recommended by shareholders, if the persons recommended are qualified to serve on the Board. The Board may elect not to consider an unsolicited recommendation if no vacancy exists on the Board and the Board does not perceive a need to increase its size. In order for a director candidate to be considered for nomination at the Annual Meeting, the recommendation must be received by the Company as provided under “Shareholder Proposals for 2022 Annual Meeting” on page 32.

The Corporate Governance and Nominating Committee held three meetings in 2020.

Audit Committee

Members of the Audit Committee are Wesley E. Schultz (Chair), Colleen R. Skillings and James J. Seifert. All members of the Audit Committee are independent as defined in Rule 5605(a)(2) of the Nasdaq marketplace rules. Each member of the Audit Committee is financially literate, and two members of the Committee have accounting or related financial management expertise. The Board has determined that Wesley E. Schultz and Colleen R. Skillings satisfy the criteria adopted by the SEC to serve as “Audit Committee Financial Experts.”   

The Audit Committee is responsible for overseeing the Company’s accounting procedures, financial reporting processes and internal controls and audit. It consults with management and the independent registered public accounting firm on, among other items, matters related to the annual audit, the published financial statements and the accounting principles applied. As part of its duties, the Audit Committee appoints, evaluates and retains the Company’s independent registered public accounting firm and evaluates that firm’s qualifications, performance and independence. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent registered public accounting firm.

The Audit Committee held sixfive meetings in 2020.2022. The Report of the Audit Committee is included on pages 28-2931-32 of this proxy statement. 

Compensation Committee

Members of the Compensation Committee are Dennis E. Miller (Chair), Wesley E. Schultz and Suzanne M. Spellacy. The Compensation Committee’s duties include evaluating employee compensation and benefit plans as well as staffing. The Compensation Committee also makes recommendations pertaining to the compensation of directors.

The Compensation Committee held fourfive meetings in 2020.2022. The Report of Compensation Committee on Executive Compensation is included on pages 27-2833-34 of this proxy statement. 

Corporate Governance and Nominating Committee

Members of the Corporate Governance and Nominating Committee are Suzanne M. Spellacy (Chair), James J. Seifert and Colleen R. Skillings. The Corporate Governance and Nominating Committee is responsible for reviewing, addressing and making recommendations to the Board on matters pertaining to appropriate governance standards, including the Board’s nominating process.

Board policy requires consideration of candidates for director positions as recommended by shareholders, if the persons recommended are qualified to serve on the Board. The Board may elect not to consider an unsolicited recommendation if no vacancy exists on the Board and the Board does not perceive a need to increase its size. In order for a director candidate to be considered for nomination at the Annual Meeting, the recommendation must be received by the Company as provided under “Shareholder Proposals for 2024 Annual Meeting” on page 39.

The Corporate Governance and Nominating Committee held two meetings in 2022.

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Executive Committee

Members of the Executive Committee are Perry L. Meyer (Chair), Dennis E. Miller and Bill D. Otis. This Committee is responsible for carrying out the Board’s overall responsibility with respect to:The Executive Committee’s responsibilities include: (i) exercising the Board’s authority when the Board is not in session; (ii) conducting strategic planning; (iii) considering the Company’s merger, acquisition and growth opportunities; (iv) monitoring the status of any litigation and making appropriate recommendations to the Board, and (v) implementing Board member education based on input given(iii) taking other actions delegated by the Corporate Governance and NominatingBoard. The Executive Committee and other committees.Charter is available on the Company’s website at www.nuvera.net.

TheBecause the Nuvera Board met monthly in 2022, the Executive Committee did not meethold any formal meetings in 2020.2022.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table includes information regarding beneficial ownership of the Company’s common stock as of April 1, 2021March 30, 2023, by (a) each person who beneficially owns five percent or more of our common stock; (b) each director and nominee for director; (c) each Named Executive Officer and (d) all directors and Executive Officers as a group. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to such shares. Except as noted below, we know of no agreements among our shareholders that relate to voting or investment power with respect to our common stock.

The Company’s Articles of Incorporation restrict any one individual or entity from beneficially owning more than seven percent of the outstanding capital stock of the corporation. Specific details of this restriction are contained in Article III of the Company’s Articles of Incorporation.  

________________

* Represents ownership of less than 1.0%

(1)     Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Securities "beneficially owned" by a person may include: securities owned by or for, among others; the spouse, children or certain other relatives of such person, as well as other securities, as to which the person has, or shares voting, or investment power, or has the option to acquire within 60 days. Unless otherwise indicated, the address of each shareholder: c/o Nuvera Communications, Inc., 27 North Minnesota Street, New Ulm, Minnesota 56073.

(2)     Percentage of beneficial ownership is based on 5,207,1195,098,865 shares outstanding as of April 1, 2021.March 30, 2023.

(3)     Based on ainformation set forth in Schedule 13G filed with the SEC on MayFebruary 14, 2010.2022, by Magnolia Capital Fund, LLC. Ownership information is reported as of December 31, 2021. 

(4)     Based on information set forth in Amendment No. 1 to Schedule 13G/A filed with the SEC on February 9, 202114, 2022, by Minerva Advisors LLC, Minerva Group LP, Minerva GP LP, Minerva GP Inc., and David P. Cohen. Each of Minerva Advisors LLC, Minerva Group LP, Minerva GP LP, Minerva GP Inc., and David P. Cohen is deemed a beneficial owner held by Minerva Group LP. David P. Cohen is deemed a beneficial owner of the 261,644268,661 shares beneficially owned by Minerva Advisors LLC. Ownership information is reported as of December 31, 2020.2021. 

(5)     Includes 62,018 shares held by the Perry L. Meyer Living Trust.

(6)     Includes 31,896 shares held by the Miller Joint Revocable Trust

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows compensation paid to or earned by the Company’s CEO, Chief Operating Officer (COO) and CFO (collectively “Named Executive Officers”) during 2020.2022. For more information regarding the Company’s salary policies and executive compensation plans, please review the information under the caption “Report of Compensation Committee on Executive Compensation,” on pages 27-28.33-34.

Grants of Plan-Based Awards in 20202022

On March 9, 2020,31, 2022, the Compensation Committee and Board adopted a plan for annual incentive compensation to the Company’s Named Executive Officers under its 20202022 Management Incentive Plan (2020(2022 MIP). Under the 20202022 MIP, the Company established goals under which these Named Executive Officers have the opportunity to earn an annual bonus based on (i) OIBITDA (as defined below),9,000 Fiber-to-the-home (FTTH) passings, (ii) Operating Revenue,4,500 new fiber business-to-business connections (conversions and new) and (iii) specific non-financial individual objectives.1,000 net Internet customer adds. In addition, the Company must obtain a 95% or higher of budget target of operating income before interest, taxes, depreciation and amortization (OIBITDA) for the plan to pay out. 

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The following table sets forth information relating to potential plan-based awards in 20202022 for Named Executive Officers under the 20202022 MIP:

(1)    Represents awards that may have been earned during 20202022 by the Named Executive Officers under the Company’s 20202022 MIP. For actual award amounts earned and paid under all Company plans, please see the Summary Compensation Table columns entitled “Stock Awards” and “Non-Equity Incentive Plan Compensation” and related footnotes above. For explanation of this plan, refer to the description on pages 23-2521‑22 of this proxy statement under the heading “Cash/Common Stock-Based Incentive Compensation.”

In addition to the table above, Barbara A.J. Bornhoft and Curtis O. Kawlewski are eligible to earn up to an additional 10% of their base salary by completing specific projects assigned to them in connection with their annual performance evaluation, with the additional payout to be determined by the CEO on a pass/fail basis.

The Board retains discretion under the 20202022 MIP to make incentive plan cash payments in amounts higher or lower than would otherwise be required under the 20202022 MIP. In addition, all payments under the 20202022 MIP are subject to claw back to the extent required by federal law.

Options and Warrants

The Company did not issue any options or warrants to Named Executive Officers during 2020 and had no options or warrants outstanding as of December 31, 2020.

Employment Agreements

CEO Glenn H. Zerbe: Mr. Zerbe and the Company entered into an employment agreement in August 2019 that provides (i) for an annual base salary and (ii) that Mr. Zerbe would be eligible for incentive compensation under the Nuvera MIP in the form of a cash incentive (Annual Incentive Award) on an annual basis. The base salary for Mr. Zerbe was set at $275,000$315,000 for 2021.2023. The target incentive payout for Mr. Zerbe is set at 25%40% of his base salary. The maximum incentive award payable under the plan is 31.25%60.0% of base salary (1.25(1.5 times the target). The minimum incentive award payable under the plan is $0. In addition, Mr. Zerbe may receive up to an additional 10% of his base salary at the discretion of the Board.     

Upon a change-in-control transaction, if the employment of Mr. Zerbe is terminated by the Company without cause or by Mr. Zerbe for good reason within 12 months of the change-in-control transaction, Mr. Zerbe would receive a lump sum payment equal to 24 months of base salary at the annualized rate of pay at termination. This amount would have been equal to $510,000 at$600,000 on December 31, 2020,2022, based on the employment agreement that was in effect at that time.

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COO Barbara A.J. Bornhoft. Ms. Bornhoft and the Company entered into an employment agreement in July 2006 that provides (i) for an annual base salary and(ii)and (ii) that Ms. Bornhoft would be eligible for incentive compensation under the Nuvera MIP in the form of an Annual Incentive Award. The base salary for Ms. Bornhoft was set at $222,128$235,000 for 2021.2023. The target incentive for Ms. Bornhoft is 15%30% of her base salary. The maximum incentive award payable under the plan is 18.75%45.0% of base salary (1.25(1.5 times the target). The minimum incentive award payable under the plan is $0. In addition, Ms. Bornhoft may receive up to an additional 10% of her base salary by completing specific projects assigned to her in her annual performance evaluation. This additional payout will be on a pass/fail basis as determined by the CEO.     

Under the employment agreement, as amended in March 2012, upon termination of Ms. Bornhoft’s employment by the Company, without cause or by Ms. Bornhoft for good reason, Ms. Bornhoft would receive 24 months of base salary at the annualized rate of pay at termination. Upon a change-in-control transaction, if Ms. Bornhoft is terminated by the Company without cause or by Ms. Bornhoft for good reason within 12 months of the change-in-control transaction, Ms. Bornhoft would receive a lump sum payment equal to 24 months of base salary at the annualized rate of pay at termination. This amount would have been equal to $427,170 at$460,000 on December 31, 2020,2022, based on the employment agreement that was in effect at that time.

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CFO Curtis O. Kawlewski. Mr. Kawlewski and the Company entered into an employment agreement in March 2012 that provides (i) for an annual base salary and (ii) that Mr. Kawlewski would be eligible for incentive compensation under the Nuvera MIP in the form of an Annual Incentive Award. The base salary for Mr. Kawlewski was set at $210,002$230,000 for 2021.2022. The target incentive for Mr. Kawlewski is 15%30% of his base salary. The maximum incentive award payable under the plan is 18.75%45.0% of base salary (1.25(1.5 times the target). The minimum incentive award payable under the plan is $0. In addition, Mr. Kawlewski may receive up to an additional 10% of his base salary by completing specific projects assigned to him in his annual performance evaluation. This additional payout will be on a pass/fail basis as determined by the CEO.     

Under the employment agreement, as amended in July 2017, upon termination of Mr. Kawlewski’s employment by the Company without cause or by Mr. Kawlewski for good reason, Mr. Kawlewski would receive 24 months of base salary at the annualized rate of pay at termination. Upon a change-in-control transaction, if Mr. Kawlewski is terminated by the Company, without cause or by Mr. Kawlewski for good reason within 12 months of the change-in-control transaction, Mr. Kawlewski would receive a lump sum payment equal to 24 months of base salary at the annualized rate of pay at termination. This amount would have been equal to $400,004 at$460,000 on December 31, 2020,2022, based on the employment agreement that was in effect at that time.

In addition, on August 27, 2019, the Company also entered into Stay Bonus Agreements with COO Barbara Bornhoft and CFO Curtis Kawlewski. Under their respective Stay Bonus Agreements, each Executive was eligible to receive, and did receive a lump sum payment of $100,000 if the Executive remained employed with Nuvera on the first anniversary of Mr. Zerbe’s commencement date.

TransitionalTransition and Retirement Agreement with Bill Otis

On August 27, 2019, the Company also entered into a TransitionalTransition and Retirement Agreement (Transitional(Transition Agreement) with its then CEO Bill Otis. Under the Transitionalthis Transition Agreement, effective September 3, 2019, Mr. Otis resigned as CEO and all other positions within the Company other than as a Director.director. Mr. Otis remained an employee with the title of Special Advisor to the Board and was entitled to all employee benefits until his retirement on December 31, 2019. Mr. Otis’s employment agreement continued to govern his compensation until December 31, 2019, except for:

·         His change in position from CEO and his retirement on December 31, 2019, did not trigger severance under his employment agreement;

·         His transition pay of $310,000 annualized replaced his Base Salarybase salary effective September 3, 2019; and

·         The provisions on Confidentialityconfidentiality and Indemnification will continueindemnification continued until he turned age 65 on April 27, 2022, and his Non-competenon-compete will extend until 12 months after he attains age 65.65, or until April 27, 2023.

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Upon Mr Otis’s actual retirement date on December 31, 2019 (paid inEffective January 2020):

·         1, 2020, Mr. Otis began receiving compensation under the Transition Agreement under which he was paid his accrued PTO upas a consultant at an annual rate of $310,000 per year until he turned 65 years old on April 27, 2022. Nuvera also agreed to 10 weeks and 50% of his accrued sick leave per Nuvera policy;

·         All of his 2018 and 2019 time-based RSUs vested 100%;

·         All of his outstanding 2018 and 2019 performance-based RSUs vested pro-rata based on target performance;

·         His 2017 RSUs and 2019 Management Bonus were or will be paid pursuant to their terms; and

·         He was allowed to retain his computer and laptop and purchase his company vehicle at book value.

For the period after his retirement, Mr. Otis will receive:

·         Compensation under a consulting agreement for 2020 and 2021; and

·         Nuvera will continue to pay its portion of his health insurance premiums until he attained age 65, at his option, either pre-tax under COBRA continuation for the first 18 months or as a taxable benefit after COBRA ends.ended. 

Upon a Change in Control, all remaining payments will accelerate and be paid in a lump sum; and all payments will ease if Mr. Otis violated the Non-complete or Confidentiality or upon his death. In addition, under the TransitionalTransition Agreement, Mr. Otis agreed that until age 65, he would not engage with others to attempt to replace the Board or acquire additional stock in Nuvera, other than to privately advocate to continue serving as a director after his then-current term expiresexpired. At the 2022 annual meeting, Mr. Otis was re-elected for a three-year term ending at age 65.the 2025 annual meeting.

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COMPENSATION POLICY

The Compensation Committee, which is comprised solely of Independent Directors, is responsible for evaluating and monitoring the Company’s general compensation policies and compensation plans, as well as the specific compensation levels for Executive Officers, including our CEO. The Compensation Committee reviews and recommends annual base salary levels and annual cash award opportunity levels for each Named Executive Officer to the Board.

General Compensation Philosophy

Under the supervision of the Board, the compensation philosophy is designed to:

·          Attract and retain well-qualified executive talent;
 

·          Tie annual cash incentives to achievement of measurable corporate performance objectives; and

·          Align executive incentives with shareholder value creation.   

To achieve these objectives, the Compensation Committee implemented and maintains a compensation plan that ties a significant portion of an executive’s overall compensation to the Company’s financial performance. Overall, the total compensation opportunity is intended to create an executive compensation program that is set competitively compared to similar-sized companies, particularly telecommunication companies. 

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Each Executive Officer’s compensation package is generally comprised of three elements:

·       Base salary and fringe benefits, which reflects an individual’s qualifications, scope of responsibilities, experience level, expertise, performance and contribution to the Company’s financial results;

·         Cash/common stock-based incentive compensation tied to measurable targets of the Company’s overall success; and

·         The Company’s qualified 401(k) plan, in which the executives participate.

The Executive Officers were not present during, and did not participate in, deliberations or decisions involving their own compensation during 2020.2022. While Executive Officers do not play a role in setting their own compensation, the Company’s CEO does make recommendations to the Compensation Committee concerning individual performance of other Executive Officers.

Base Salary

The level of base salary is established primarily on the basis of an executive’s qualifications and relevant experience; the scope of his or her responsibilities; the strategic goals that he or she manages; the compensation levels of Executive Officers at similar-sized companies, particularly telecommunications companies; the relationship between the executive’s performance and the Company’s results; and market rates of compensation required to retain qualified management. The Company believes that executive base salaries should be competitive with salaries at similar-sized companies. The Compensation Committee reviews the base salary of each executive annually and makes recommendations to the Board pertaining to any adjustments in base salary that (i) take into account the individual’s performance and any changes in the individual’s responsibility and (ii) are necessary or appropriate to maintain a competitive salary structure.

Cash/Common Stock-Based Incentive Compensation

Substantially all of Nuvera’s employees were eligible to participate in the Company’s 20202022 Incentive Plan.

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The Company engaged an outside consultant in 2005 to advise the Company on its development of Employee Incentive Plans for (i) employees other than Executive Officers and (ii) Executive Officers. Both plans were implemented in 2006. Payments on each plan are based on achievement of objectives of measurable corporate performance, with financial targets. The financial targets include achievement of specified certain operating revenue and operating income before interest, taxes, depreciation and amortization (OIBITDA)OIBITDA criteria based on the Company’s budget. The Board and Compensation Committee, in their sole discretion, may adjust incentive plans for specific periods, including adjustments that may result in non-GAAP financial measures, such as the effect of changes in accounting standards, tax laws and regulations, and extraordinary, non-recurring or unusual events specified by the Board or Compensation Committee, including write-offs or write-downs, capital gains or losses, acquisitions or divestitures, restructurings, and litigation judgments and settlements.

The award formula is weighted according to each of the percentages listed below.

In addition, the Company must obtain a 95% or higher of budget target of OIBITDA 50%

Operating Revenue                  50%

Total                                        100%

for the plan to pay out.    

On May 28, 2015, the shareholders of the Company approved the Company’s 2015 Employee Stock Plan (2015 Plan). The purpose of the 2015 Plan is to enable the Company and its Subsidiaries to attract and retain employees by aligning the financial interests of these individuals with the other shareholders of the Company. The 2015 Plan provides for the issuance of Company Common Stock upon the attainment of objectives under the Company’s 2006 Employee Incentive Plans, as amended. Under the 2015 Plan, each qualified employee of the Company may elect to receive up to 50% of their incentive compensation earned under the 2006 Employee Incentive Plans in Company Common Stock in lieu of cash. The Board subsequently determined that the Company’s Executive Officers would receive 50% of their incentive compensation earned in Company Common Stock in lieu of cash.

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Grant of Awards to Named Executive Officers under the 20212023 Annual Bonus Plan

On March 9, 2021,23, 2023, the Compensation Committee and Board adopted a plan for annual incentive compensation to the Company’s Named Executive Officers under its 20212023 Management Incentive Plan (2021(2023 MIP). Under the 20212023 MIP, the Company established goals under which these Named Executive Officers have the opportunity to earn an annual bonus based on (i) 17,000 FTTH passings, (ii) 8,000 new fiber broadband connections (conversions and new) and (iii) 1,300 net Internet customer adds. In addition, the Company must obtain a 95% or higher of budget target of OIBITDA (ii) Operating Revenue, (iii) Net Internet Customer Adds and (iv) specific non-financial individual objectives.for the plan to pay out. 

The following table sets forth information concerning the threshold, target and maximum aggregate bonus opportunity under the 20212023 MIP for the Named Executive Officers:

In addition to the table above, Glenn H. Zerbe will be eligible to earn up to an additional 10% of his base salary at the discretion of the Board. In addition to the table above, Barbara A.J. Bornhoft and Curtis O. Kawlewski will be eligible to earn up to an additional 10% of their base salary by completing specific projects assigned to them in their annual performance evaluation. This additional payout will be on a pass/fail basis as determined by the CEO.

The Board retains discretion under the 20212023 MIP to make incentive plan cash payments in amounts higher or lower than would otherwise be required under the 20212023 MIP. In addition, all payments under the 20212023 MIP are subject to claw back to the extent required by federal law.

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Grant of Awards to Named Executive Officers under the 2017 Omnibus Stock Plan (2017 Plan)

In 2022, after considerable study, discussion and interaction with our consultants, the Compensation Committee decided to replace restricted stock units (RSUs) with non-qualified stock Options (NQSOs or Options). The Compensation Committee believes that grants of Options more directly align management long-term equity compensation with increased shareholder value creation at a time when the Company is engaged in significant investment and transformation as part of its long-term strategy. The Compensation Committee also determined to extend the grant of Options to employee directors and senior employee directors as key members of the Company leadership team and contributors of overall success.

The key attributes of these new Options were:

• The exercise price will be the closing price on the last trading day of the month of the Plan Year as determined by the BOD;

• Options will vest one-third each on the day after the closing price is established of the first, second and third year after the grant date as determined by the BOD;

• Each Option will remain outstanding for ten years, subject to early termination, as described below:

• Options will generally be exercisable for 90 days following termination;
• If termination is a result of death or disability, the exercise period will be one year after termination of employment;
• If an employee retires at or after age 65, the Option will remain exercisable for the balance of the original term; and
• If an employee is terminated for cause, the Option will expire immediately.

• Tax withholding may be satisfied by withholding shares out of the amount exercised;

• Payment of the Option price may be made, among other ways, in cash, by delivery of other shares of common Stock, or by a “net exercise” share withholding arrangement; and

• The Option and any shares received, or any gain on the sale of any shares, is subject to the forfeiture and recoupment as described in Section 13.8 of the Plan.

The Company will use a Black-Scholes formula to determine the number of Options to grant to employee recipients including Named Executive Officers and other employees each year. These Black-Scholes inputs will be applied consistently.

2022 NQSO Grants under Long-Term Incentive Plan

On March 9, 2021,31, 2022, the Board and Compensation Committee granted awardsauthorized the issuance of Options under the 2017 Plan. Each Named Executive Officer received a time-based restricted stock unit (RSU) and a performance-based RSU.number of other employees received Options. The time–based RSUsnumber of Options awarded was computed as a percentage of the Named Executive Officer’s Base Salary using a Black-Scholes formula. Because this was the first time the Company had granted Options under the 2017 Plan, the Company proceeded deliberately to ensure it correctly determined the inputs used in the Black-Scholes analysis to determine the number of Options to be granted to each individual. On April 4, 2022, the Board and Compensation Committee completed its analysis. The number of Options awarded were computed as a percentage of the Named Executive Officer’s Base Salary based onusing a Black-Scholes formula that used the closing price of Company common stock of $21.90$21.70 on March 10, 2021.  These time-based RSUs31, 2022, as well as other applicable Black-Scholes inputs. Since the Board of Directors and Compensation Committee did not take final action until April 11, 2022, and the Options were not actually issued until April 11, 2022, the Board and Compensation Committee decided that April 11, 2022 would be the appropriate date to use for Option pricing and vesting. Accordingly, the Options were dated April 11, 2022, have an exercise price equal to the closing price of Company common stock of $21.20 on April 11, 2022, which was the same price as March 31,2022, and will vest 100%one-third on December 31, 2023.each of April 11, 2023, 2024 and 2025.

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2021 Time-Based RSU Grants under Long Term Incentive Plan

2021 Performance-Based RSU Grants under Long Term Incentive Plan

The performance-based RSUs were computed as atable below sets forth the percentage of the Named Executive Officer’s Base Salary based onissued in the closing priceform of common stockOptions, the dollar value of $21.90 on March 10, 2021. The performance-based RSUs will vest based on the Company’s average Return on Invested Capital (ROIC) forOptions granted and the three years endednumber of Options granted.

Outstanding Equity Awards as of December 31, 2022

The following table sets forth certain information concerning outstanding Options granted to the Named Executive Officers as of December 31, 2022. There were no outstanding share awards and therefore, these columns are omitted from the table.

The Options had no intrinsic value as of December 31, 2022.

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2023 and willNQSO Grants under Long-Term Incentive Plan

The table below indicates the percentage of Named Executive Officer’s Base Salary to be issued in the first quarterform of 2024 afterOptions and the Company completes its calculationdollar value of ROIC. The specific ROIC levels are confidential. The Board, in its sole discretion, may adjust the ROIC for the performance period, including adjustments that may result in non-GAAP financial measures, such as the effect of changes in accounting standards, tax laws and regulations, and extraordinary, non-recurring or unusual events specified by the Board, including write-offs or write-downs, capital gains or losses, acquisitions or divestitures, restructurings, and litigation judgments and settlements.Options to be so granted.

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Other Compensation Programs

The Company has a qualified 401(k) Retirement Savings Plan (Retirement Plan). The Named Executive Officers, along with other employees who contributed to the Retirement Plan, receive matching contributions of 50% of every dollar, up to 6% of all eligible employee contributions. The Company matches a portion of employee contributions to the Retirement Plan in order to encourage employees to participate in their own retirement savings and to provide another competitive recruiting tool to attract and retain employees.

Elements of Post-Termination Compensation

As noted above under “Employment Agreements,” our Employment Agreements with Mr. Zerbe, Ms. Bornhoft and Mr. Kawlewski contain change-in-control provisions. The Compensation Committee believes that severance and change-in-control arrangements for these Named Executive Officers aid in the recruitment and retention of Executive Officers and provides incentives for Executive Officers to grow our business and maintain focus on creating value for our shareholders. The Compensation Committee believes that providing protection to Executive Officers whose employment maybe terminated in connection with a change-in-control transaction strikes an appropriate balance between the interests of our Executive Officers and the interests of others if a change-in-control transaction occurs.

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Pay-Versus-Performance Table

The following table compares the compensation of the Company’s CEO to the average of the other Named Executive Officers for 2022 and 2021.

NON-EMPLOYEE DIRECTOR COMPENSATION

The following table shows the compensation paid or accrued to each of the Company’s non-employee directors in 2020:2022:

(1)    As noted above, under the “2017 Plan,” all non-employee directors receive a portion of their board compensation in Company stock and have the ability to elect to have an additional amount paid in Company stock. All shares vest on the date of issuance. The value shown is the number of shares awarded valued at the market price on their grant dates, in all cases computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

(2)    The amount listed in the All Other Compensation column represents the change in the non-employee director Compensation policy value accruing to each director for future payment under the Company’s Director Separation policy dated May 26, 2009. Future benefits under this plan were eliminated as of July 25, 2017. All amounts previously accrued became vested to the directors to be paid upon their separation from the Board.

(3)    Until May 2023, Bill Otis receivesreceived no additional compensation for serving as a non-employee director, but receivesreceived compensation as described in the Section entitled “Transitional“Transition and Retirement Agreement with Bill Otis.”

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2017 Plan

On February 24, 2017, our Board adopted the 2017 Plan. The Company’s shareholders approved the 2017 Plan at the May 25, 2017, Annual Meeting of Shareholders and it became effective on that date. The purpose of the 2017 Plan is to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. On March 13, 2023, the Board adopted changes to the 2017 Plan. Most of the changes eliminate language specific to the requirements and limitations on grants under Internal Revenue Code Section 162 (m), which was repealed by Congress. The Board also increased the limit on annual grants from 50,000 to 100,000 shares per participant and eliminated separate provisions on new-hire stock grants and cash-based grants. The Board also made minor changes to other sections of the 2017 Plan. The Board did not increase the number of shares authorized for issuance under the 2017 Plan or change the terms of eligibility for participants under the 2017 Plan.

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The 2017 Plan enables the Company to grant stock incentive awards to employees, including officers, and to Board members and service providers. The 2017 Plan permits stock incentive awards in the form of incentive and non-qualified options,NQSOs, stock appreciation rights, restricted stock, RSUs, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 shares of our common stock in any of the above stock awards.

As of April 1, 2021, 567,5563, 2023, 249,700 shares of common stock remain available for issuance under the 2017 Plan and 160,075as of March 30, 2023, 149,747 shares of common stock remain available for issuance under the 2015 Plan.

The Board (or a Committee) has the power under the 2017 Plan to designate a portion of each non-employee director’s retainer that will be paid in Company common stock. Each non-employee director also has the ability to designate an additional percentage of his or her retainers to be paid in Company common stock. In 2017, the Board determined that 50% of each non-employee director’s retainer would be paid in Company common stock, and that each non-employee director would have the ability to designate an additional percentage of his or her retainers, up to a maximum of 100% of the retainer, to be paid in Company common stock.

For the 20202021 - 20212022 director terms, each non-employee director other than Mr. Otis, was paid an annual equity retainer of $40,000.$40,000 and a cash retainer of $25,000. In addition, these directors, other than Mr. Otis,in 2022, individual meeting fees were replaced by committee meeting retainers. Audit Committee members received $1,000 for each Boarda $6,500 meeting retainer, Compensation Committee members received a $5,000 meeting retainer and Governance and Nominating Committee members received a $5,000 meeting they attended.retainer. The Chair of the Board receives an additional $20,000 annual retainer. The Audit Committee Chair receives an additional $7,500$13,000 annual retainer. The Compensation Committee Chair receives an additional $5,000$10,000 annual retainer. The Governance Committee and Nominating Committee Chair receives an additional $2,000$10,000 annual retainer.

Compensation Consultant

In December 2016, the Company’s Board engaged Grant Thornton to analyze Company non-employee director compensation. After reviewing and analyzing the Grant Thornton study, the Board determined that Company non-employee director compensation was between the 25^th and 50^th percentiles of compensation for comparable companies. The Board increased the annual director retainer for non-employee directors from $20,000 to $30,000 in 2017 and increased the annual compensation by an additional $10,000 from $30,000 to $40,000 effective as of the date of the 2018 Annual Meeting of Shareholders.Meeting. The Company believes that action putsput its non-employee director compensation at, or slightly above,close to the median for companies of comparable size. In connection with the 2017 increase, the Company terminated future accruals under the Director Separation Compensation Policy, as described below.

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In addition, the Compensation Committee engaged Grant Thornton to analyze the Company’s executive compensation. As a result of the Grant Thornton study, the Board and the Compensation Committee adopted the 2017 Plan as the Company long-term incentive plan. The “General Compensation Policy” described in this proxy statement reflects action taken in response to the Grant Thornton recommendations.

In 2022, the Compensation Committee engaged Grant Thornton to conduct an updated analysis of the Company’s executive compensation and non-employee director compensation.

In each instance, Grant Thornton was selected and hired by the Compensation Committee.

Director Separation Compensation Policy 

Under the Company’s Director Compensation established May 26, 2009, a director who served at least three full terms (nine years) was entitled to receive as compensation three times the Board annual retainer in effect at the time of separation from the Board. Directors who serve full terms beyond the initial three terms was entitled to receive additional compensation of one-half times the annual Board retainer in effect at the time of separation for each additional full term served, not to exceed three additional terms. Separation includes retirement, resignation, death, disability or change of corporate ownership. This compensation to directors will generally be paid within sixty days of the director’s separation from the Board, and otherwise in accordance with Section 409A of the Internal Revenue Code. Effective July 25, 2017, the Board ended any future compensation earned under this plan. All compensation earned to date under this plan will be paid to the Board members who have earned this compensation, but no future compensation will be earned under this plan. The Company’s future obligations under this policy as of December 31, 20202022, were $230,002. The Company developed this policy with the assistance of Organizational Concepts International, an outside compensation consultant, in an effort to remain competitive in attracting and retaining outside directors.

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REPORT OF COMPENSATIONCORPORATE GOVERNANCE AND NOMINATING COMMITTEE ON EXECUTIVE COMPENSATION

The compensation programProcess Regarding Director Nominations and Director Qualifications

Nominations of Incumbent Directors

In selecting nominees for the CEOBoard to be elected at the annual meeting of Nuvera Communications, Inc. or any special meeting of shareholders of Nuvera at which directors are to be elected, the Corporate Governance and Nominating Committee first determines whether the incumbent directors whose terms expire at the meeting are qualified to serve, and wish to continue to serve, on the Board.

Nuvera believes that Nuvera and its shareholders benefit from the continued service of qualified incumbent directors because those directors have familiarity with the insight into Nuvera’s affairs that they have accumulated during their tenure with the Company. Appropriate continuity of Board membership also contributes to the Board’s ability to work as a collective body. Accordingly, it is the practice of the Committee, in general, to re-nominate an incumbent director whose term expires at the upcoming annual meeting if:

·         the director wishes to continue his or her service with the Board;

·         the director continues to satisfy the Committee’s criteria for membership on the Board;

·         the Committee believes the director continues to make important contributions to the Board; and

·         there are no special, countervailing considerations against re-nomination of the director.

Nomination of New Directors

The Committee will identify and evaluate new candidates for election to the Board iswhere the responsibilityCommittee determines not to nominate an incumbent director or where a vacancy arises by reason of the Compensation Committeeresignation, retirement, removal, death or disability of an incumbent director or by reason of a vacancy resulting from a decision of the Board to expand the size of the Board. The CompensationFor such Board positions, the Committee is comprised of three independentwill solicit recommendations for nominees from persons whom the Committee believes are likely to be familiar with qualified candidates having the qualifications, skills and characteristics required for Board nominees from time to time. Such persons may include members of the Board – Dennis E. Miller (Chair), Wesley E. Schultz and Suzanne M. Spellacy. senior management of Nuvera. In addition, the Committee may engage a search firm to assist it in identifying qualified candidates.

The Compensation Committee overseeswill review and evaluate each candidate whom it believes merits serious consideration, taking into account available information concerning the Company’s compensation practicescandidate, any qualifications or criteria for Board membership established by the Committee, the existing composition of the Board, and establishesother factors it deems relevant. In conducting its review evaluation, the principlesCommittee may solicit the views of Nuvera’s management, other Board members, and strategiesany other individuals it believes may have insight into a candidate. The Committee may designate one or more of its members or other Board members to interview any proposed candidate.

Shareholder Nominations

The Committee will consider recommendations for the nomination of directors submitted by holders of Nuvera shares of capital stock entitled to vote generally in the election of directors. The Committee will evaluate candidates recommend by shareholders in the same manner as those recommended by others.

Qualifications for Nominees

There are no formal requirements or minimum qualifications that guidea candidate must meet in order for the design of compensation plans and benefit programs for all Company employees and makes recommendationsCommittee to recommend the candidate to the Board. Under the terms of Nuvera’s Restated Articles of Incorporation, the number of directors shall be no fewer than seven (7) but no more than nine (9), based on need as determined by the Board. Under Nuvera’s Corporate Governance Guidelines, all potential director nominees must have undergone an acceptable background check.

The following discussion describes the Company’s approach to executive compensation. The Compensation Committee retains the right to consider factors other than those set forth below in setting executive compensation levels for individual officers.

The 2020 compensation program consisted of three elements: (i) an annual base salary, (ii) a cash/common stock in lieu of cash based incentive under the short-term MIP and (iii) RSU grants awarded under the long-term MIP. These MIPs are designed to reward key executives for the Company’s annual and long-term success and to assist in the recruitment and retention of key executives. These MIPs are also used to link total executive compensation to the Company’s financial performance.

Overall, the Company philosophy for its executive compensation program is to pay executives competitively compared to similar-sized companies, particularly telecommunications companies. The Compensation Committee considers Company performance and compensation levels of comparable companies when making its recommendations pertaining to annual base salaries and making awards under the MIPs.

The Compensation Committee worked with consultants to originally develop the MIPs, which were effective beginning in the years 2006 and 2017. The Company believes the MIPs enable the Company to motivate its executive officers to achieve key financial and strategic objectives.

In 2015, upon Compensation Committee recommendation, the Board adopted, and the Company’s shareholders approved the 2015 Plan under which employees participating in the MIP may elect to receive up to 50% of their short-term incentive paid in Company stock.

In 2017, upon Compensation Committee recommendation, the Board adopted, and the Company’s shareholders approved the 2017 Plan. The purpose of the 2017 Plan was to enable Nuvera and its subsidiaries to attract and retain talented and experienced people, closely link employee compensation with performance realized by shareholders, and reward long-term results with long-term compensation. The plan enables the Board to grant stock incentive awards to current and new employees, including officers, and to Board members and service providers. The 2017 Plan permits stock incentive awards in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, RSUs, performance stock, performance units, and other awards in stock or cash. The 2017 Plan permits the issuance of up to 625,000 shares of our Common Stock in any of the above stock awards.

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In reviewing the CEO’s 2020 performance, the Compensation Committee determined that Mr. Zerbes’ total compensation package was aligned with the Company���s overall 2020 performance. The Compensation Committee also reviewed the compensation levels of executives in comparable companies, and determined that Mr. Zerbes’ salary, short-term and long-term incentive compensation was competitive within the industry.

In addition, the Compensation Committee believes that each nominee should be evaluated based on his or her merits as an individual, taking into account the Company’s compensation practices,needs of Nuvera and compensation philosophy align executive intereststhe Board. However, in evaluating candidates, there are a number of criteria that the Committee generally views as relevant and is likely to consider. Some of these factors include:

·        whether the candidate is an “independent director” under the rules and regulations of the Nasdaq Stock Market or any principal market on which Nuvera’s stock trades and meets any other applicable independence tests under the federal securities laws and rules and regulations of the SEC;

·        whether the candidate is “financially sophisticated” and otherwise meets the requirements for serving as a member of an audit committee under the rules and regulations of the Nasdaq Stock Market or any principal market on which Nuvera’s stock trades;

·        whether the candidate is an “audit committee financial expert” under the federal securities laws and rules and regulations of the SEC;

·        whether the candidate is active in business, professional or working life;

·        the needs of Nuvera with respect to the particular talents and experience of its directors;

·        the personal and professional integrity and reputation of the candidate;

·        the candidate’s level of education and business experience;

·        the candidate’s broad-based business acumen;

·        the candidate’s level of understanding of Nuvera’s business and the industry in which Nuvera operates and other relevant industries relevant to Nuvera’s business;

·        the candidate’s ability and willingness to devote adequate time to work of the Board and its committees;

·        the fit of the candidate’s skills and personality with those of its shareholders by linking total executive compensationother directors and potential directors in building a board that is effective, collegial and responsive to the Company’s overall financial performanceneeds of Nuvera;

·        whether the candidate possesses strategic thinking and as evidenceda willingness to share ideas;

·        the candidate’s diversity in background, education, gender, business experience, skills, business relationships and associations, and other factors that would contribute to the Board’s governance of the Company; and

·        the candidate’s ability to represent the interests of all shareholders and not a particular interest group.

Submitted and Approved by the Shareholder approval of the “say-on-pay” proposal at the May 23, 2019 Nuvera Annual Meeting of Shareholders.

Submitted by the CompensationCorporate Governance and Nominating Committee of the Board of Directors

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee is comprised of three Directors: Wesley E. Schultz (Chair), James J. Seifert and Colleen R. Skillings. The Board has determined that each Audit Committee member is independent under applicable SEC rules. The Board has also determined that Mr. Schultz and Ms. Skillings are “Audit Committee Financial Experts,” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Exchange Act of 1934.

The Audit Committee acts under a written charter that sets forth its responsibilities and duties as well as requirements for the Audit Committee’s composition and meetings. The Audit Committee Charter is available on the Company’s website at www.nuvera.net.www.nuvera.net.

During 2020,2022, the Audit Committee met with the Company’s management at each of its regularly scheduled meetings. The Audit Committee also met with a representative from Olsen Thielen & Co., Ltd., the Company’s independent registered public accounting firm, at several of its meetings. Agendas for the Audit Committee’s meetings are established by the Chair of the Audit Committee in consultation with the CFO. At those meetings, the Audit Committee reviewed and discussed various financial and regulatory issues, accounting and financial management issues, developments in the accounting profession as well as a summary of anonymous reports received via the Company’s anonymous reporting process. The Audit Committee also had separate executive sessions from time to time. The Audit Committee provides reports of its activities at each regularly scheduled Board meeting.

The Audit Committee reviews each of the Company’s quarterly and annual reports, including Management’s Discussion and Analysis of Financial Condition and Results of Operations. As part of this review, the Audit Committee discusses these reports with the Company’s management and Olsen Thielen & Co., Ltd prior to the filing of each report with the SEC. In addition, the Audit Committee also reviews related matters, such as the quality of the Company’s accounting practices and alternative methods of accounting under generally accepted accounting principles in the United States, the Company’s critical accounting policies and the clarity and completeness of the Company’s financial and other disclosures.

Management of the Company has the primary responsibility for the Company’s financial statements. The independent registered public accounting firm has responsibility for the audit of the Company’s financial statements. The responsibility of the Audit Committee is to oversee financial matters, among other responsibilities fulfilled by the Audit Committee under its charter. The Audit Committee meets periodically with representatives of Olsen Thielen & Co., Ltd. without the presence of management, to ensure candid and constructive discussions about the Company’s compliance with accounting standards and best practices among public companies comparable in size and scope to the Company. 

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The Audit Committee has also discussed with Olsen Thielen & Co., Ltd. that their firm is retained by the Audit Committee and that they must raise any concerns about the Company’s financial reporting and procedures directly with the Audit Committee.

In addition to its other duties described in the Committee’s Charter, the Audit Committee has:

·         Reviewed and discussed with the Company’s management and the independent registered public accounting firm, the audited financial statements as of December 31, 20202022, and for the year then ended;

·         Discussed with Olsen Thielen & Co., Ltd., the matters required to be discussed by Statement on Auditing Standards No. 114, the Auditor’s Communication with Those Charged with Governance, as amended and as adopted by the Public Company Accounting Oversight Board (PCAOB); and

·         Received from the independent registered public accounting firm, the written disclosures and letter required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence, and discussed their independence with them.    

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The Audit Committee has received written disclosures and a letter, required by PCAOB Rule 3526, Communications with Audit Committees Concerning Independence. The Audit Committee has also discussed with Olsen Thielen & Co., Ltd., its independence as it relates to the Company. The Audit Committee has concluded that Olsen Thielen & Co., Ltd. is independent with respect to the Company and its management.

The Audit Committee has reviewed and discussed the fees paid to Olsen Thielen & Co., Ltd. during the year ended December 31, 2020.2022. The fees paid were for services related to the audit and other services and are included on page 3135 under "Fees Billed and Paid to Independent Registered Public Accounting Firm."

The Audit Committee has adopted a policy that requires pre-approval of all services of Olsen Thielen & Co., Ltd. by the Audit Committee or the Chair of the Audit Committee. When services are pre-approved by the Chair of the Audit Committee, notice of this approval is given to the other members of the Audit Committee and presented to the full Audit Committee at its next scheduled meeting.

Based upon the review and discussions summarized above, together with the Committee’s other deliberations, the Audit Committee recommended to the Board that the audited financial statements of the Company, as of December 31, 20202022, and for the year then ended, be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20202022, to be filed with the SEC.

Submitted by the Audit Committee of the Board of Directors

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REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION