vote your proxy

iNotice of Annual Meeting & Proxy Statement 2021

CELEBRATING 50 YEARS OF ANCSA

www.koniagvote.com

NOTICE OF ANNUAL MEETING & PROXY STATEMENT 2021

Vote Your Proxy

ii Notice of Annual Meeting & Proxy Statement 2021

Qualify to win cash prizes. Send your proxy in early!Return your signed Koniag proxy by the deadline below and qualify to win one of several Early Bird

Prizes, in addition to all later prizes.

Early Bird Prizes:Eligibility: Any individual whose validly executed proxy has been received by the Ballot Tabulator no later than 5:00 p.m. AKDT September 3, 2021.Four (4) prizes of $1,000 each Ten (10) prizes of $500 each Twelve (12) prizes of $250 each

Online Voting Prizes:Eligibility: Any individual whose validly executed proxy submitted online has been received by the Ballot Tabulator no later than 5:00 p.m. AKDT September 29, 2021.Three (3) prizes of $1,000 each

Five (5) prizes of $500 each

Grand Prizes:Eligibility: Any individual whose validly executed proxy has been received by the Ballot Tabulator no later than 5:00 p.m. AKDT September 29, 2021 or who has registered in person at the annual meeting. One (1) prize of $2,500 each Five (5) prizes of $1,000 each Ten (10) prizes of $500 each

Manner of Awarding:All prizes shall be determined by a random drawing from those persons who are eligible. The drawing for the Early Bird Prizes shall occur shortly after the cutoff time for eligibility. The drawing for the Grand Prizes shall be held at the 2021 Annual Meeting. Winners of the Early Bird Prizes or Online Voting Prizes are also eligible for the Grand Prizes.

Townhall Meeting Prize Drawing: Each winner will receive a 4 day/3 night Kodiak Brown Bear Viewing Experience for two (2) provided by Koniag. The winner must be a Shareholder or registered Descendant at least 18 years of age. This prize includes all access permit fees, round-trip airfare from your current residence to the KBBC, lodging, meals, taxes, and guided bear viewing services. This prize must be used in the 2022 bear viewing season and cannot be transferred to another person or sold. *If you are not able to use or decide to decline this trip, Koniag will draw another Shareholder or Descendant name from your Townhall meeting group. Koniag will award a total of four trips to the following groups for 2021: Village Townhall meeting group, Soldotna/Anchorage meeting group, Portland/Seattle meeting group, and Annual meeting group.

www.koniagvote.comThe Koniag Board of Directors and staff are not eligible for these prizes. If you misplace your PIN, contact Sramek Hightower at 907-677-3320 for a replacement.

1Notice of Annual Meeting & Proxy Statement 2021

Table of ContentsNotice of Annual Meeting of Shareholders ............................................................................................................................... 2

Proxy Statement ......................................................................................................................................................................... 3Voting at the Annual Meeting ........................................................................................................................................ 3Revoking Proxies ............................................................................................................................................................ 4Available Votes ................................................................................................................................................................ 4

Election of Directors................................................................................................................................................................... 5Koniag Board-Endorsed Nominees ............................................................................................................................... 5Other Nominees ............................................................................................................................................................. 8

Continuing Directors ................................................................................................................................................................. 9

General Information ................................................................................................................................................................ 12Nomination Committee and Process .......................................................................................................................... 12Proxy Forms .................................................................................................................................................................. 13Paper Proxy Form ......................................................................................................................................................... 13Number of Directors to Be Elected .............................................................................................................................. 13Discretionary Voting .................................................................................................................................................... 13Directed Voting ............................................................................................................................................................. 13

How to Vote Your Paper Proxy ................................................................................................................................................. 14

Internet Proxy Instructions ...................................................................................................................................................... 14Completing the Internet Proxy .................................................................................................................................... 15

Changing Your Internet Proxy ................................................................................................................................................. 16Online Information ...................................................................................................................................................... 16

General Proxy Information ...................................................................................................................................................... 16Cumulative Voting ........................................................................................................................................................ 16Nominee Withdrawal ................................................................................................................................................... 16Runoff Elections ........................................................................................................................................................... 16

Corporate Transactions ............................................................................................................................................................ 17Solicitation of Proxies ................................................................................................................................................... 17

Summary of Compensation ..................................................................................................................................................... 17

Board Leadership Structure ..................................................................................................................................................... 18Chair ............................................................................................................................................................................. 18Vice Chair ..................................................................................................................................................................... 18Secretary ....................................................................................................................................................................... 18Treasurer ....................................................................................................................................................................... 18

Meetings and Committees of the Board .................................................................................................................................. 19Audit Committee .......................................................................................................................................................... 19Elections and Rules Committee .................................................................................................................................. 19Executive Committee ................................................................................................................................................... 19Finance and Investment Committee ........................................................................................................................... 19Governance and Compensation Committee ............................................................................................................... 19Lands and Natural Resources Committee .................................................................................................................. 19Nomination Committee and Process .......................................................................................................................... 20Shareholder Benefits and Relations Committee.......................................................................................................... 20Ad Hoc Board Vacancy ................................................................................................................................................. 20

Information Concerning Koniag’s Accountants ..................................................................................................................... 21

2 Notice of Annual Meeting & Proxy Statement 2021

Koniag, Inc. Notice of Annual Meeting of Shareholders, October 2, 2021The Annual Meeting of Shareholders of Koniag, Inc. (Koniag) will be held at 9:30 a.m. AKDT on Saturday, October 2, 2021 at the Afognak Native Corporation Building, 300 Alimaq Drive, Kodiak, Alaska 99615 for the following purposes:

1. To elect three (3) directors, each to serve a term of three (3) years; and2. To transact such other business as may properly come before the meeting or any

adjournment thereof.

The Board of Directors has fixed the close of business by 5:00 p.m. AKDT, Wednesday, August 4, 2021, as the Record Date. Voting Shareholders of Record on the books of Koniag on that date will be entitled to vote at the meeting and any adjournment thereof.

The enclosed proxy permits you to have your shares voted without attending the meeting. We urge you to complete, date, and sign the proxy, then return it in the enclosed stamped envelope as soon as possible. You may also go online and complete your proxy at www.koniagvote.com.

If you return the proxy by mail, fax, or via the internet, you can still revoke it at any time before or at the meeting and vote in person at the meeting, if you follow the instructions for revocation contained in the following Proxy Statement.

All proxies must be received at the offices of

Sramek Hightower, C.P.A.PO Box 2405692525 C Street, Suite 100Anchorage, Alaska 99503Fax 907-561-4341

before 5:00 p.m. AKDT, Wednesday, September 29, 2021. Any proxies received after that time will not be voted at the meeting.

Dated this 13th day of August 2021, in Anchorage, Alaska.

Anthony DrabekSecretary Koniag, Inc.


Proxy StatementThe Board of Directors of Koniag is furnishing this Proxy Statement and accompanying form of proxy in connection with the Board’s solicitation of proxies for use at the 2021 Annual Meeting of Shareholders of Koniag.

The meeting will be held Saturday, October 2, 2021 at 9:30 a.m. AKDT at the Afognak Native Corporation Building, 300 Alimaq Drive, Kodiak, Alaska 99615.

The proxy may also be used at any adjournment of the meeting. At the meeting or its adjournment, the Shareholders will:

1. Elect three (3) directors, each to serve a term of three (3) years;

2. Transact such other business as may properly come before the meeting or any adjournment thereof.

Only those voting Shareholders of Record on the books of Koniag as of the close of business on 5:00 p.m. AKDT, Wednesday, August 4, 2021 will be entitled to vote at the meeting.

The Koniag Board of Directors reserves the right with regard to the 2021 Annual Meeting to determine that attendance by electronic means (“virtual attendance”) is the legal equivalent of in-person attendance should virtual attendance be deemed appropriate by the Board. Should the Koniag Board make this determination, Koniag will provide Shareholders with written notice of such determination, the date and time of the 2021 Annual Meeting if different from October 2, 2021 at 9:30 a.m. AKDT, the means and methods by which virtual attendance may occur, and whether in-person attendance will continue to constitute legal attendance at the 2021 Annual Meeting (and if so, the physical location of the meeting if different than set out in this Proxy Statement) at least twenty (20) days prior to the 2021 Annual Meeting, along with such supplemental materials as the Board deems appropriate. Except as may be expressly set out in such written notice, this Proxy Statement and accompanying proxy shall remain valid for use with regard to the 2021 Annual Meeting, and any proxies that have been previously submitted shall remain valid for use at the 2021 Annual Meeting.

Voting at the Annual MeetingIf you execute and return the enclosed proxy form or complete the proxy form online at www.koniagvote.com, the shares represented by it will be voted by the persons named as Proxyholders (or their designees) in the way you have specified on the proxy. You should read pages 14-16 for detailed instructions on how to fill out the enclosed proxy or the Internet Proxy.

If you do not indicate how you want the Proxyholders to vote for the election of directors (either discretionary voting or directed voting), the proxy will be treated as a discretionary proxy and your shares will be voted cumulatively by the Proxyholders for the election of Alex Mirah Cleghorn, Janissa Joi Johnson, and Gordon Matthew Olsen. Proxyholders will also cast the votes in the way they determine will elect as many of these candidates as possible (see Discretionary Voting page 13).

Your shares will also be voted at the Proxyholders’ discretion on any other matters which may be properly brought before the meeting. Copies of this Proxy Statement and forms of proxies are being mailed to the Shareholders of Koniag on or about August 13, 2021. This Proxy Statement is also available online at www.koniag.com, and the proxy may be completed online at www.koniagvote.com.


Revoking ProxiesIf you have submitted a proxy, you may revoke it by doing one of the following:

1. Revoke by written notice: Sign either another proxy or a written notice revoking the proxy, dated later than the date of the proxy to be revoked and deliver by mail or fax to the following address so it is received before 5:00 p.m. AKDT Wednesday, September 29, 2021: Sramek Hightower, C.P.A. PO Box 240569 2525 C Street, Suite 100 Anchorage, Alaska 99503 Fax 907-561-4341

2. Revoke by using www.koniagvote.com: Before 5:00 p.m. AKDT Wednesday, September 29, 2021, complete and file a proxy online at www.koniagvote.com.

3. Revoke in person at the Annual Meeting: You may appear at the meeting in person and cast a ballot. If you appear at the meeting to vote in person you will be asked when you register if you would like to revoke your proxy. If you do, you will be provided with further instructions.

Available VotesAs of the Record Date for the 2021 Annual Meeting, there are 209,315.037 Class A, and 130,923.270 Class B, and 2,900.000 Class C shares of Common Stock outstanding. A combined total of 343,138.307 Class A, B, and C shares are entitled to vote at the Annual Meeting. Pursuant to Section 7(h) of the Alaska Native Claims Settlement Act (ANCSA), as amended, the remaining shares, which are not held by Alaska Natives or Descendants of Alaska Natives, are not entitled to be voted.

On each issue to be voted upon, except the election of directors, Shareholders are entitled to one vote for each share of common stock. In the election of directors, the Shareholders have the right to cumulate their votes. For an explanation of cumulative voting, see page 13.

In the election of directors, the three candidates receiving the highest number of votes will be elected, provided their combined votes equal a majority of the total votes cast.


Election of Directors Koniag Board-Endorsed NomineesThe following individuals have been endorsed by the Board for the three (3) director positions, the terms for which are expiring at this meeting, in accordance with Article 2, Section 2.7(b) of the Bylaws.

Alex Mirah CleghornAge: 48Address: 1240 H Street, Anchorage, AK 99501Mr. Cleghorn is a Shareholder of Natives of Kodiak, Inc. and Cook Inlet Regional Corporation.

Koniag Experience: Koniag Director, 2015-present, Vice Chair, 2017-2018; Governance and Compensation Committee, 2015-present, Chair 2017-2018; Nomination Committee, 2017 and 2019, Chair, 2019; Audit Committee, 2015-2019; Election and Rules Committee, Chair, 2016 and 2017; Executive Committee, 2017-2018; Finance and Investment Committee, 2016-2018; Shareholder Benefits and Relations Committee, 2017-2018; Ad Hoc Bylaw Review Committee, Chair 2017-2018; Shareholder Settlement Trust Board of Trustees, 2018-present; Ad Hoc Interim CEO Committee, 2017-2018; Ad Hoc Bylaw Review Committee, Chair 2017-2018; Ad Hoc Board Vacancy Committee, 2021. Kadiak LLC, Management Committee 2017-2018; Kodiak Wilderness Adventures, Secretary/Treasurer, 2015-2018.

Employment: Alaska Native Justice Center (2019-present) Legal and Policy Director: help set and direct ANJC’s legal and policy agenda to further ANJC’s mission of justice for Alaska Native people. Supervise staff attorneys and related staff. Provide leadership, strategic direction, and management for ANJC’s legal and policy activities. State of Alaska Department of Law (2017–2018) Assistant Attorney General and Special Assistant to the Attorney General: provide advice and consultation on emerging Alaska Native legal and policy matters.Southcentral Foundation (2015–2017) General Counsel - business affairs, business transactions, and intergovernmental relations. Incorporated subsidiaries, negotiated and drafted operating agreements, and ensured compliance with corporate formalities. Advised regarding tribal self-governance under the Indian Self Determination and Education Assistance Act (ISDEAA).

Education: Juris Doctor Degree, Northeastern University School of Law, 2003; Bachelor of Arts in Political Science, University of Washington, 1999.

Family History: My great great grandparents were Frederick and Mary Sargent (Larionoff), and Vasilii and Mary Chichenoff (Demidoff). My great-grandparents were Fred and Fevronia Sargent (Chichenoff). My grandmother, Fern Sargent, was born and raised in Kodiak and moved to San Francisco to attend high school where she met and married James Cleghorn. She returned to Alaska shortly after statehood. My parents met in Anchorage, where I was born, though I was raised mostly in Fairbanks. Marissa and I have been married for thirteen years and live in Anchorage with our daughter Olivia and our dog Lucky.

Candidate Statement: It has been an honor to serve on the Board for two terms. I believe that my skills and experiences as an attorney will continue to benefit Koniag, our Shareholders and Descendants. I remain committed to asking questions and making difficult decisions in order to ensure Koniag’s success. Finally, I know the commitment necessary to be an engaged and effective Board member and I am ready and able to put forward the time and effort required. Six years ago, I sought to join the Board because I hoped my experience and skills would be helpful and I was eager to contribute. Looking back on these six years, I also see how much I have been enriched by Board service. I have learned so much from other Board members, our management team, and our Shareholders and Descendants. I am humbled that I was trusted and chosen to serve on the Board. If I am reelected, I will continue to put forward my best efforts to provide Koniag with good governance and guide our continued growth. Thank you for allowing me to serve, I hope to continue to do so.

Attendance: Attended 11 of 11 required Board meetings (6 regular, 5 special), 15 of 15 required Committee meetings (100% attendance).

Community Activities:

• Alaska Criminal Justice Commission, Vice Chair 2019-Present

• Fairness and Access Commission, 2020-Present

• Alutiiq Heritage Foundation, 2019-Present

Family Relations Disclosure: Mr. Cleghorn is not directly related to any director, nominee, or executive officer of Koniag or any of its subsidiaries.


Janissa Joi JohnsonAge: 35Address: 103 1st Street, Larsen Bay, AK 99624 and 2440 Trisha Ave., Anchorage, AK 99516Ms. Johnson is an At-Large Shareholder.

Koniag Experience: Koniag Director, 2018-present; Lands and Natural Resources Committee, 2018-present, Chair 2021-present; Nominations Committee Alternate, 2019-present; Shareholder Benefits and Relations Committee, 2018-present, Chair, 2019-present; Finance & Investment Committee, 2020-present; Program Specialist, Koniag Education Foundation, 2006-2008; Operations Intern, Koniag Development Corporation, 2006; Shareholder Relations Intern, Koniag, Inc. 2005-2006; Public Relations Intern, Native American Contractors Association (on loan from Koniag), 2005. Member of the Anchorage Koniag Shareholder Committee from 2013-2014 and Nominations Committee as an alternate in 2014 and as a member in 2015.

Employment: Operations Manager, In and Out Automotive, 2015-present; Fashion consultant/Owner, LuLaRoe Janissa Johnson, 2016-present; Owner, Kodiak Fur Serious, 2014-present; Skipper/Owner, self-employed commercial setnet operation, 2014-2018; Reservations Agent, Ravn Alaska, 2014; External Affairs Associate, Arctic Slope Regional Corporation, 2010-2014; Corporate Communications Associate, Alutiiq, LLC, 2008-2010.

Education: Master of Business Administration, University of Alaska, Southeast, 2012; Bachelor of Business Management, University of Alaska, Anchorage, 2008; Diploma, Mt. Edgecumbe High School, 2003.

Family History: Youngest daughter of Darlene Johnson (maiden name Malutin) and the late James (Jimmy) Jacob Johnson, both of Karluk. Four sisters and two brothers that reside in various places around Alaska and the Lower 48. I have one biological son, Tobias, and two bonus children with my fiancé Jason: Jazzy and Troy.

Candidate Statement: Serving the Koniag Shareholders over the last three years has been challenging and fulfilling in both a professional and personal capacity. Koniag is on an amazing path, with continually increasing Shareholder benefits, and I appreciate the opportunity to be involved in all aspects. The dynamic of the current Board is incredible, diverse, and effective. Maintaining consistency and stability in the leadership of our corporation is vital to the current goals and future growth of Koniag. This team that has been chosen by our Shareholders in the past few years is positive, encouraging, forward-thinking, and progressive but constantly aware of keeping history and culture at the forefront of our minds. I would love to serve the Shareholders for another term, and I look forward to seeing all of the great things Koniag will accomplish for our future.



• Program Volunteer, Junior Achievement of Alaska, 2013-present

• Director of Kodiak Region, Alaskan Bowhunters Association, 2015-2018

• Director, Koniag Education Foundation (KEF), 2009-2015

• Chair of Nominations Committee, KEF, 2013-2015; Chair of Scholarship Committee, KEF, 2012-2013

Family Relations Disclosure: Ms. Johnson is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


Gordon Matthew OlsenAge: 46Address: 875 Birds Mill SE, Marietta, GA 30067Mr. Olsen is a Shareholder of Natives of Kodiak, Inc. and Afognak Native Corporation.

Koniag Experience: Koniag Director, 2015-present, Treasurer, 2017-present; Executive Committee, 2017-present; Finance and Investment Committee, 2015-present, Chair, 2017-present; Governance and Compensation Committee, 2018-present; Nominations Committee, 2015-present; Audit Committee, 2015-2017; Lands and Natural Resources Committee, 2019-present; Shareholder Benefits and Relations, 2016-2018; Ad Hoc CEO Search Committee, Chair, 2018-2019; Ad Hoc Board Vacancy Committee, Chair, 2016-2018; Karluk Wilderness Adventures Board Member, 2016-2018.

Employment: Kodiak Ventures, LLC , Managing Member/Founder, March 2003-present; Signature Cabinetry & Design of Destin, LLC, Managing Member, 2006-present; Elliott Grove Investors, LLC, Managing Member 2019-present; Warwick Investment Group, LLC, Managing Member 2010-present; South 75 Center, LLC, Managing Member 2012-2018; Rutland Company, LLC, Chief Operating Officer, 2004-2010; Compass Investment Group, LLC, Director of Acquisitions, 2010-2011; Open Fields HOA, Inc., Board Member/President and Secretary, 2012-2018; Westgate Development Partners, LLC, May 2021-Present.

Education: Bachelor of Science in Business Administration, International Business/Spanish, Auburn University, 1998; Georgia Real Estate License, 1999-present; Florida Real Estate License, 2001-present.

Family History: Matt is the great-grandson of Afonie and Christine Lukin from Afognak and Port Lions. His grandparents are the late Peter Gustav and Nina Knagin Olsen of Afognak and Kodiak. He was born at Kodiak Island Hospital to Judi and Mark Olsen. By last count, he is 1 of 28 grandchildren from his generation. The Olsen Family has blossomed to over 70 1st, 2nd, 3rd generation members, many of which still live in Kodiak. Matt’s grandmother Nina is also one of eight children. He is honored to be a third-generation Koniag director and serves with great pride, building on his family’s legacy of service on both regional and village Native corporations’ boards of directors.

Candidate Statement: It truly has been an honor to serve the Koniag Shareholders for the past two terms. I remain humble in the idea that Koniag has had many successes during my service and I stand firm in believing Koniag has much more room to grow. In order to continue this healthy growth for the benefit of all Shareholders, we must remain humble and never lose sight of where we came from and continue adhering to Koniag’s core values. I believe my 22 years of business experience align well with Koniag’s diverse portfolio of operating companies and investments. This experience allows me to easily lead and mentor as needed while striving to bring fresh ideas and ensuring Koniag has relevant and strong governance that allows for growth at all levels.



• Buckhead Baseball Head/Assistant Coach of 5 youth baseball teams, 2013-2016

• Northside Youth Organization Football, Baseball, Softball: Coach and Assistant Coach/Defense capacities

• Cystic Fibrosis Foundation Honoree, 2003

Family Relations Disclosure: Mr. Olsen is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


Other NomineesIn addition to the individuals listed above who were endorsed for the position of director by the Board of Directors, the following nominees have been nominated for the position of Director pursuant to the provisions of Article 2.7(c) of the Bylaws, which provide that an individual will be nominated for the position of Director by submitting to the Corporation a Candidate Nominee Information Form which indicates their desire to be a Director. The Board neither supports nor opposes their candidacy. Each candidate was requested to complete the Candidate Nominee Information Form and to provide a photo, which is printed if provided.

The Nominee’s biographical information provided in this section has not been independently verified by Koniag.

Stephen Craig ParsonsAge: 68Address: 4009 Rosemeade Drive, Fairfax, VA 22033Mr. Parsons is a Shareholder of Leisnoi, Inc.

Koniag Experience: None.

Employment: Managing Director, Environmental and Social Policy and Analysis, Export-Import Bank of the U.S., Washington, DC, 2006-present; Senior Hydrologist and Project Leader, U.S. Office of Surface Mining, Washington, DC, and Denver, 1983-2006; Hydrologist, U.S. Bureau of Land Management, Denver, 1980-1983; Hydrologist, U.S. Forest Service, Sitka, 1979-1980.

Education: Graduate Studies in Earth Sciences, Colorado School of Mines; 1982; Graduate Studies in Earth Sciences and Natural Resources Law, Colorado State University, 1976-77 and 1981; Bachelor of Science, Geological Sciences with thesis, University of Washington, 1976; Diploma, Woodway High School, Edmonds, WA, 1971.

Family History: My mother, Selma Olga Leite Parsons, was the daughter of Alexandra Gongo/off and Kristian Leite of Norway and was born in Kodiak. Alexandra’s parents were Maria Rezanov Gongo/off and Fred Gongo/off, and she was also born in Kodiak. My mother Selma lived in Kodiak until she was orphaned at age 13. She was then sent to the Wrangell Institute and from there, graduated from Ketchikan High School during WWII. Shortly after graduation, she moved to Seattle where she met and married my father, Merle Parsons.

Candidate Statement: I am excited for an opportunity to contribute to Koniag, Inc’s ongoing success and to collaboratively seek opportunities for improvement. It is my wish to work for the benefit of, you, my fellow Shareholders, and Descendants. I have had the privilege to serve the Koniag and Alutiiq community as a member of the Board of Directors of the Koniag Education Foundation since 2009. This has been one of the most rewarding experiences of my life and has allowed me to work with a very capable and dedicated KEF Board and staff in support of fulfilling the educational aspirations of our people. Having been on the KEF Board for 11 years, it is gratifying to see students that we had previously supported with scholarships now serving on the KEF Board, in the Koniag, Inc. organization, and in village corporations and tribes. Koniag, Inc., has been a great benefactor to KEF and has supported educational opportunities for our people. I am now seeking the opportunity to serve our community as a director on the Koniag, Inc. Board. I believe my 42-year career working with a wide range of businesses and other entities will make me a valuable asset to Koniag, Inc. and Shareholders.

Attendance: N/A

Community Activities: • I have had the privilege

to serve the Koniag and Alutiiq community as a member of the Board of Directors of the Koniag Education Foundation since 2009. This has been one of the most rewarding experiences of my life. I have just begun serving my fifth 3-year term.

Family Relations Disclosure: Mr. Parsons is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


Continuing DirectorsThese Directors’ terms continue after the meeting.

Anthony John DrabekAge: 73Address: 11171 Ugak Dr., Kodiak, AK 99615 Mr. Drabek is a Shareholder of Natives of Kodiak, Inc.

Koniag Experience: Koniag Director, 2019-present; Secretary, 2020-present; Audit Committee, 2019-present; Executive Committee, 2019-present; Finance and Investment Committee, 2019-present.

Employment: Retired 2010; Natives of Kodiak, Inc. President, 1983-1989, President and CEO, 1989-2010; KOMAN Inc. President, 2002-2010; Kodiak Technical Services LLC President, 2003-2010; Kodiak Products LLC President, 2003-2010; Koncor Forest Products President, 2001-2010.

Education: Associate of the Arts in Liberal Arts, Seattle Central Community College, 1975; Fixed Wings & Helicopter Commercial License, Flight School, Los Angeles, CA, 1971; US Army Rotary Wing Aviation School, Ft. Rucker, AL, 1967.

Sven David Haakanson, Jr.Age: 54Address: 6522 19th Avenue NE, Seattle, WA 98115 Dr. Haakanson is a Shareholder of Old Harbor Native Corporation.

Koniag Experience: Koniag Director, 2016-present; Election and Rules, Chair, 2019-present; Shareholder Benefits & Relations, 2019-present; Audit Committee, 2016-present, Chair, 2019-present; Governance and Compensation Committee, 2016-2019; Executive Committee, 2020-present; Nomination Committee Alternate, 2020-present.

Employment: Associate Professor of Anthropology, University of Washington and Curator of North American Anthropology at the Burke Museum, 2013-present; Alutiiq Museum and Archaeological Repository, Executive Director, 2000-2013.

Education: Ph.D. in Anthropology, Harvard University, 2000; Masters in Anthropology, Harvard University, 1996; Bachelor of Arts in English, University of Alaska Fairbanks, 1992.

Attendance: Attended 11 of 11 required Board meetings (6 regular, 5 special), and 10 of 10 required committee meetings (100% attendance).

Family Relations Disclosure: Mr. Drabek is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.

Attendance: Attended 11 of 11 required Board meetings (6 regular, 5 special), and 9 of 9 required Committee meetings (100% attendance).

Family Relations Disclosure: Dr. Haakanson is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


Tyan Camille HayesAge: 45Address: 754 SE Winterfield Place, Corvallis, OR 97333 Ms. Hayes is a Shareholder of Afognak Native Corporation.

Koniag Experience: Koniag Director, 2017-present; Vice Chair, 2019-present; Executive Committee, 2018-present; Governance and Compensation Committee, Chair, 2019-present; Finance and Investment Committee, 2017-present; Election and Rules Committee, Chair, 2018-2019; Nomination Committee, 2020-present, Chair, 2018-2019; Shareholder Benefits and Relations Committee, 2017-2019, Chair, 2018-2019; Ad Hoc Board Recruitment, 2018-2019; Ad Hoc Board Vacancy Committee, 2018-2019; Ad Hoc Bylaw Review Committee, 2017; Ad Hoc CEO Replacement Committee, 2017; Ad Hoc CEO Search Committee, 2018-2019; Koniag Education Foundation Executive Director, 2004-2016; Koniag, Inc. Executive Assistant to President/CEO and Shareholder/Corporate Relations, 2004; Koniag Services Inc., Executive Assistant to President/CEO, 2003-2004: Koniag Inc., Accounting/Office Manager, 2000-2003; Koniag Education Foundation, Program Manager, 1998-2000.

Employment: Love INC. Executive Director, 2017-present; Koniag Education Foundation Executive Director, 2004-2016.

Education: Bachelor of Business Administration, University of Alaska Anchorage, 2000; ForakerCertificate in Nonprofit Management, 2014.


Family Relations Disclosure: Ms. Hayes is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.

Christine Renee KainegAge: 39Address: 207 E Luray Ave., Alexandria, VA 22301 Ms. Kaineg is a Shareholder of Natives of Kodiak, Inc. and Leisnoi, Inc.

Koniag Experience: Integrated Concepts & Research Corporation (Koniag Subsidiary acquired by VSE Corporation) Director of Communications, 2007–2008.

Employment: VSE Corporation, 2008-present, Communications Specialist, 2020-present, Assistant Corporate Secretary, 2016-present, Small Business Liaison Office, 2011-2020, Director of Investor Relations, 2009-2020.

Education: Bachelor of Arts in Communications, Murrow School of Communications, Washington State University, 2003; High School Diploma, West Anchorage High School, 1999.

Attendance: Attended 3 of 3 required Board meetings (2 regular, 1 special), 100% attendance.

Family Relations Disclosure: Ms. Kaineg is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


Marty Charles ShuravloffAge: 67Address: 312 Hillside Drive, Port Lions, AK 99550 Mr. Shuravloff is a Shareholder of Leisnoi, Inc.

Koniag Experience: Koniag Director, 2000-2003, 2005-2006, and 2019-present; Secretary/Treasurer, 2000-2003; Governance and Compensation Committee, 2019-present; Nomination Committee, 2019-present, Chair, 2020-present; Shareholder Benefits and Relations Committee, 2019-present; Audit Committee, 2000-2003, 2005-2006; Executive Committee, 2000-2003; Finance Committee, Chair, 2000-2003; Investment Committee, 2000-2003.

Employment: Retired 2017; Kodiak Island Housing Authority, 1992-2017, Executive Director, 1996-2017, Project Director, 1992-1996.

Education: Bachelor of Science Degree in Civil Engineering, Saint Martin’s College, 1991; Coursework, Pierce Community College, 1985-1987.


Family Relations Disclosure: Mr. Shuravloff is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.

Rita Leone StevensAge: 73Address: P.O. Box 201, 310 Mill Bay Road, Kodiak, AK 99615 Ms. Stevens is a Shareholder of Leisnoi, Inc.

Koniag Experience: Koniag Director, 2016-present; Audit Committee, 2018-present; Lands and Natural Resources Committee, 2016-present; Shareholder Benefits and Relations Committee, 2016-present; Governance and Compensation Committee, 2017-2018; Nomination Committee, 2018-present.

Employment: Retired 2006; Kodiak Area Native Association, 1989-2006, President/CEO, 1998-2006.

Education: Bachelor of Arts in Humanities, Oregon State University, 1971; Post-graduate work, University of Poitiers and the French Institute, Poitiers, France 1971-1972; studied Liberal Arts at Gonzaga University, Spokane, WA, 1966-1968 and Italian Studies at Gonzaga University, Florence, Italy, 1968-1969; Diploma, 1966, St. Placid High School, Olympia, WA.


Family Relations Disclosure: Ms. Stevens is not directly related to any Director, nominee, or executive officer of Koniag or any of its subsidiaries.


General InformationNomination Committee and ProcessKoniag’s Bylaws provide four methods by which a Shareholder may be nominated to serve on the Board of Directors. Under the Bylaws, a Shareholder may be nominated in the following ways:

(1) an incumbent Director may nominate himself/herself by giving notice to the Board of Directors or the Nomination Committee of his/her intent to run for reelection;

(2) the Board of Directors may nominate specific candidates for Directors by the majority vote of the Board of Directors;

(3) Shareholders may nominate themselves for Director upon submission to the Nomination Committee of a Candidate Nominee Information Form; or

(4) a Shareholder, who has filed with the State of Alaska Division of Banking and Securities such information required by the laws of the State of Alaska, may be nominated from the floor during a meeting of Shareholders at which Directors are to be elected.

Koniag utilizes a Nomination Committee to receive, evaluate, interview, and recommend candidates to the Board of Directors for inclusion on the Board-Endorsed Slate. The Nomination Committee is a standing Committee of the Board and is described in Section 6.7 of the Corporation’s Bylaws. It consists of two Directors who are elected by the Board and are not incumbents up for reelection, as well as three Shareholder members who are identified by the director members of the Committee and ratified by the full Board. The Committee meets several times in the spring to review candidate applications, conduct interviews, rank the candidates, and forward the ranking to the full Board. The full Board ultimately decides on the Board-Endorsed Slate.


Proxy FormsShareholders have the option of completing and returning the enclosed proxy form or voting online using the “Internet Proxy.” The use of either proxy form will be effective to grant a proxy and to enter the Shareholder in the prize drawings. Both forms provide the Shareholder with the same choices as to how to instruct their Proxyholder as to the way the Shareholder’s shares should be voted. The instructions on using the Internet Proxy can be found on pages 14-16.

Paper Proxy FormThe enclosed paper proxy form allows you to choose how to vote and how many of your votes you wish to cast for each candidate. You can choose to vote for the candidates endorsed by the Board of Directors or other candidates who are validly nominated.

The proxy form distributed by the Corporation lists the names of every individual who, as of the date of the Notice of the Annual Meeting, has been validly nominated and has consented to their name being on the Koniag proxy. Additional copies of the paper proxy are available online at the Koniag website at www.koniag.com.

For instructions on how to fill out your paper proxy or the Internet Proxy, see pages 14-16.

Number of Directors to Be ElectedAt this year’s Annual Meeting of Shareholders, three (3) Directors will be elected.

Discretionary VotingIf you check Option A in the Election of Directors section on the front of the proxy form, your votes will be cast by the Proxyholders to elect as many nominees as possible from the three nominees endorsed by the Board of Directors and identified on the proxy.

As the name of this choice states, “Discretionary Voting” gives Koniag’s Proxyholders flexibility in voting to elect the greatest number of Board-endorsed nominees. If there are any of the nominees endorsed by the Board of Directors for whom you do not want your votes cast, cross out their names on the proxy form and the Proxyholders will not cast any of your votes for them. If you sign the proxy but do not check either Option A or Option B, or if you check Option B but do not fill in the number of votes for any candidates, the proxy will be voted as if you had checked the “Discretionary Voting” box.

Directed VotingIf you want your shares voted for one or more specific nominees, and you want to specify how many votes you want each to receive, check Option B in the Election of Directors section on the front of the proxy form and fill in the number of votes you want to cast for each candidate in the space provided.

By checking Option B, you have several choices. You can direct that the Proxyholders vote specific numbers of votes to one or more of the listed Board-endorsed nominees, to a qualified candidate whose name you have written in, or to any combination of these.

Under “Directed Voting,” the votes cast for any nominee (on any proxy) who later withdraws are still counted as votes for that nominee. Votes cast for a write-in who is not properly nominated or who is not qualified are not counted. Directed votes cannot be “redirected” to or voted for any other person. The only exception to this is in the event of a runoff. This is discussed in more detail under the section “Runoff Elections” on page 16.


How to Vote Your Paper ProxyChoose which way you would like to vote for the Election of Directors.

1 Option A – Discretionary VotingProxyholders are authorized to vote for the Board-endorsed candidates whose names you have not crossed out.

2 Option B – Directed VotingGives Proxyholders specific instructions on how to vote. If you check this option, you must specify the number of votes you want cast for each of the nominees you want elected.

3 Board-Endorsed CandidatesThese are nominees endorsed by the Koniag Board of Directors. You may support these nominees by checking Option A for “Discretionary” or by voting “Directed” for the nominees of your choice by checking Option B and filling in the number of votes you are directing your Proxyholder to cast for each.

4 Other Candidates Under Koniag’s Election Rules, all qualified persons who have submitted a Nominee Information Form by the due date may have their names listed on the Koniag proxy. If you wish to vote for a person whose name is not listed, you must write in both the name and the number of votes you are directing your Proxyholder to cast for that person.

5 Number of VotesLook next to your name to see the total votes you have. If you selected the “Directed” option, be certain to indicate how you want your shares voted. If you fail to indicate how your shares are to be voted, they will be treated as a Discretionary Proxy. If you write in more votes than the number by your name, and your intentions cannot be discerned, then your votes will not be counted. Be sure to read the note on Directed Voting on the reverse side of the proxy form.

6 Sign and Date the ProxySign your name exactly as it appears on the Proxy Form. Date the proxy the day you sign it.

Internet Proxy InstructionsThe online proxy form is located at www.koniagvote.com or can be accessed from a link on the Koniag website at www.koniag.com. To access it, you will need your Koniag Shareholder ID number and your Personal Identification Number (PIN), which are on the proxy form and the colored sheet of paper enclosed with this Proxy Statement. The PIN is unique and randomly generated. Except for the Ballot Tabulator, Sramek Hightower, no one, not even Koniag personnel, has access to a Shareholder’s PIN number. The PINs are changed each year. If you misplace your PIN, contact Sramek Hightower at 907-677-3320 for a replacement.

You may revoke and submit an Internet Proxy as often as you wish prior to the September 29, 2021 proxy deadline. If you choose to file your proxy online, you are still eligible for the Early Bird Prizes.


Completing the Internet ProxyFigure 1: Go to www.koniagvote.com (Figure 1). After the Shareholder ID and PIN are filled in, click the “Login” button. If the proxy has not been accessed before, Screen 2 (see Figure 2) will come up. If a proxy has already been submitted, the screen will show how the proxy was completed and you will be given the option of revoking it and changing the instructions. If you indicate no change is to be made, then the proxy system will be exited. If you select “Yes” to make a change, then Screen 2 (see Figure 2) will be shown.

Figure 2: Screen 2 provides the choices for how your shares are to be voted. Like the paper proxy, it provides a choice between Discretionary Voting and Directed Voting.

Figure 3: If Discretionary Voting is selected, the screen will provide a list of the Board-endorsed candidates. By selecting the “Cross Out” button next to the candidate’s name, you have the option of instructing the Proxyholder not to vote any of your shares for that candidate (see Discretionary Voting, page 13). There is a “Bio” button for each candidate which will take you to the candidate’s biographical information.

Figure 4: If Directed Voting is selected, the screen will provide a list of all candidates and space for write-ins. Like the paper proxy, you may choose the candidates to be voted for, and you may also specify the number of votes each is to receive. If you wish to have your votes divided equally among the candidates you support, check the box by each of the candidates’ names and click the “Distribute Votes” button at the bottom of the page (see Figure 4). If you have cast more votes than you have or if not all the votes you have are voted, the program will display a warning message. Select “Next” and you will see a summary screen (see Figure 5) which shows all the instructions you have given on how your proxy is to be voted. If you wish to revise your instructions, select “Start Over”.

Figure 5: Once you are satisfied with the instructions, and if you wish to have a copy of the summary page, enter your email address in the place provided. By selecting “Vote”, your instructions are recorded. A copy of the instructions is sent to the Ballot Tabulator for their records as well.

NO PROXY INSTRUCTIONS ARE RECORDED UNLESS YOU CLICK “VOTE” ON THE SUMMARY SCREEN AND YOU SEE A SCREEN SAYING THE SESSION HAS ENDED AND YOUR PROXY HAS BEEN RECORDED (see Figure 5).

Figure 1

Figure 2

Figure 3

Figure 4

Figure 5


General Proxy InformationCumulative VotingWhen voting for Koniag Directors, each Shareholder has a number of votes equal to the number of voting shares they own, multiplied by the number of Directors to be elected. For example, in the election of three Directors, if you own 100 shares of voting Common Stock, you will have 300 votes to cast in the Election of Directors. With cumulative voting, you may cast all your votes for one person or distribute them among as many candidates as you wish.

The total number of shares you may vote and the total number of votes you have in the election of Directors are printed on your paper proxy form in the top right corner or are shown at the top of the screen on the Internet Proxy.

Nominee WithdrawalThe Board of Directors believes all its Board-endorsed nominees will be available to serve as Directors of Koniag. Should any one or more of them be unable or unwilling to serve and withdraw their name from consideration, the Board of Directors will designate a substitute nominee or nominees.

If your proxy is to be voted “Discretionary,” the Proxyholders will be able to vote for the new Board nominee. If you have checked “Directed Voting,” the withdrawal of a nominee will not affect how your shares will be voted. They will still be voted for the nominee even though that nominee has withdrawn. Your directed votes will be voted only for the nominees you select and in the manner you specified. This procedure applies to all proxies.

Runoff ElectionsUnder Koniag’s Bylaws, any candidates receiving the highest number of votes shall be elected, provided the number of candidates for Directors have a combined vote total equal to the majority of votes cast. In the rare event that a majority of votes cast is not obtained in the election the candidate with the lowest number of votes will be dropped from the subsequent ballot and a further round(s) of balloting will be held (a “Runoff ”). In the case of a Runoff, if you have marked your proxy as a Directed Proxy, the Proxyholders will vote directed votes originally designated for dropped candidates described above for the nominees endorsed by the Board of Directors as if you had selected “Discretionary Voting.”

Changing Your Internet ProxyIf, after you have filed your proxy on the Internet, you change your mind and want your votes to be cast in a different way, you may return to the website and log in. On the screen after you log in, check “yes” in the place provided and revise your proxy. If a Shareholder submits their paper proxy and later submits their proxy online or vice versa, the most recent dated proxy will count.

Online InformationWhen you use the Internet Proxy, you will be linked to several documents that will help you fill out your proxy. Along the left-hand side of the screen is a list of the links.

If you have any questions about the Internet Proxy, please contact Koniag’s Shareholder Services Department at 1-800-658-3818 or the Ballot Tabulator, Sramek Hightower, at 907-677-3320.


Corporate TransactionsKoniag is required under the Alaska Division of Banking and Securities regulations (“Proxy Regulations”) to provide in this proxy statement financial transactions that, in the aggregate, exceed $20,000 and involve Koniag or its subsidiaries and another entity, if a Koniag or subsidiary director, nominee, officer, or any of their family members is an officer, director, employed by, or an owner of such entity. Payments by Koniag to ANCSA Village Corporations under ANCSA 7(j) are excluded from the definition of “financial transaction” under the Proxy Regulations.

Koniag paid $46,277 to the Alutiiq Heritage Foundation (“AHF”) during the past year to perform surveys. Koniag Director Alex Cleghorn and President Shauna Hegna serve as AHF Board Members representing Koniag. Director Rita Stevens is an AHF Board Member Emerita.

Koniag paid $48,463 to Landye Bennett Blumstein LLP (“LBB”) during the past year for consulting and other legal services. Koniag General Counsel Peter Boskofsky’s wife is a partner at LBB.

Solicitation of ProxiesThe cost of this proxy solicitation will be borne solely by Koniag. The total amount estimated to be spent, including the amount spent to date, for this proxy solicitation is not more than the amounts that would normally be spent on solicitation for an election of Directors.

Summary of CompensationThis table lists the five most highly compensated Officers or Directors of Koniag and its subsidiaries for the fiscal year ended March 31, 2021. The total remuneration for all Officers and Directors is $9,147,325 including wages, compensation, personal benefits, and retirement plans for 36 persons employed by Koniag and its subsidiaries.

Name and Principal Position Gross Wage (a)

Personal Benefits (b)

Retirement Plan (c)

Total Compensation

Ron Unger, Chairman and Chief Executive Officer, Koniag, Inc. $ 1,016,000 - 11,408 1,027,408

Kevin Wideman, Chief Executive Officer, Koniag Government Services and subsidiaries 755,748 836 2,729 759,313

Meredith Bronk, President and ChiefExecutive Officer, Open SystemsTechnologies DE, LLC and subsidiaries 575,191 10,833 11,425 597,449

Kim Homolka, Vice President of Business Development, Koniag Government Services

531,687 719 8,786 541,192

Fiona Bradshaw, Vice President of Business Development, Koniag Government Services 520,129 836 8,591 529,556

$ 3,398,755 13,223 42,940 3,454,917


(a) Gross wages include regular, incentive, holiday, and vacation.

(b) Personal benefits include life insurance, disability insurance, the value of car leases, and company-paid taxes as determined by IRS regulations.

(c) Retirement plan benefits include the employer portion of the company 401(k) or Profit-Sharing plans, deferred compensation, and other retirement obligations (including accruals).

Any Koniag employee who serves on a subsidiary board does not receive compensation from the subsidiary or any additional compensation from Koniag.

During the fiscal year ended March 31, 2021, directors were paid at the rate of $500 per day for attending meetings approved by the Board, and $500 per day for travel time. Committee chairs are compensated for an additional day of preparation for each meeting they chair, for a maximum of one fee paid per day. To compensate directors for the time which they spend on Koniag-related business when they are not in meetings, directors were each paid a stipend of $25,000 per year. To provide for individual director training and continuing education relevant to the director’s service during the director’s three-year term, a director may expend up to $15,000 per term on training and training-related expenses such as travel. The total amount paid for director training for the fiscal year was $14,848.

Board Leadership StructureChairThe Chair of the Board presides over all meetings of the Board and the Shareholders and is the Chair of the Executive Committee. The Chair performs all duties incident to the office of the Chair, and other duties as prescribed by the Board. Currently, the Chair of the Board is not a Director, and therefore does not vote on Koniag Board or Committee matters.

Vice ChairIn the absence of the Chair, the Vice Chair performs the duties of the Chair. The Vice Chair is the Chair of the Governance and Compensation Committee.

SecretaryThe principal duty of the Secretary is to keep a record of the proceedings of the Board and serve as the custodian of all Corporation records.

Treasurer The principal duty of the Treasurer is to ensure the account books and records of the financial condition and business transactions of the Corporation are kept current and presented to the Board.


Meetings and Committees of the BoardThe Board held six (6) regular meetings and five (5) special meetings during the 12-month period ending March 31, 2021. Directors attended 100% of their respective Board and Committee meetings. Directors have a duty to attend Board and Committee meetings unless unforeseen circumstances mandate otherwise.

The Board of Directors designated the following committees during the fiscal year 2021 from April 1, 2020 to March 31, 2021: Audit Committee, Election and Rules Committee, Executive Committee, Finance and Investment Committee, Governance and Compensation Committee, Lands and Natural Resources Committee, Nomination Committee, Shareholder Benefits and Relations Committee, and the Ad Hoc Board Vacancy Committee. While membership on Board committees may change after board elections in October of each year, the membership of the committees as of March 31, 2021 is reflected below:

Audit CommitteeThis committee makes recommendations regarding auditors, and monitors annual audits and reviews of internal operations and finances. The members were Sven Haakanson, Jr., (Chair), Anthony Drabek, and Rita Stevens. This committee met two (2) times during fiscal year 2021.

Elections and Rules CommitteeThis committee assists with voter registration at the Annual Meeting of Shareholders and supports the election inspector, if requested, in reviewing questionable proxies or ballots in accordance with the Election Rules. The members were Sven Haakanson, Jr., (Chair) and Shareholders Jayson Buzby, Dana Kewan, and Lisa Thomsen. This committee met one (1) time during fiscal year 2021.

Executive CommitteeTo the extent authorized by the Board of Directors, the Executive Committee acts on behalf of the Board of Directors between regular meetings of the Board. The members were Ronald Unger (Chair), G. Matthew Olsen (Treasurer), Tyan Hayes (Vice Chair), Anthony Drabek (Secretary), and Sven Haakanson, Jr., (Director). This committee met three (3) times during fiscal year 2021.

Finance and Investment CommitteeThis committee considers and makes recommendations regarding budgets, financial advisors, and financial matters. The members were G. Matthew Olsen, (Chair), Anthony Drabek, Tyan Hayes, and Janissa Johnson. This committee met five (5) times during fiscal year 2021.

Governance and Compensation Committee This committee recommends changes to the Bylaws and reviews management actions for adherence to the Bylaws. The committee oversees the Corporation’s Corporate Governance and Compliance Programs, reviews Board and management action for consistency with the Bylaws and other governing documents, and monitors the Corporation’s Total Compensation Program. The members were Tyan Hayes (Chair), Alex Cleghorn, G. Matthew Olsen, and Marty Shuravloff. This committee met eleven (11) times during fiscal year 2021.

Lands and Natural Resources CommitteeThis committee considers and makes recommendations regarding the lands and interests in lands conveyed to the Corporation pursuant to the Alaska Native Claims Settlement Act. The members were Janissa Johnson (Chair), Marty Shuravloff, and Rita Stevens. This committee met two (2) times during fiscal year 2021.


Nomination Committee and ProcessThis committee reviews applications of Board candidates and makes recommendations to the Board. For the 2020 calendar year election, the members of the Committee were directors Alex Cleghorn (Chair) and Marty Shuravloff; director alternates G. Matthew Olsen and Janissa Johnson; and Shareholder members Marsha Madriaga, Sabrina Christiansen, and Germaine Salmine with Shareholder alternates Dana Kewan, Michael Abate, and Edward Reft. This committee met one (1) time during fiscal year 2021.

For the 2021 calendar year election, the members of the committee were directors Marty Shuravloff (Chair) and Tyan Hayes; director alternates Rita Stevens and Sven Haakanson, Jr.; and Shareholder members Jayson Buzby, Emily Capjohn, and James Dunham with Shareholder alternates Polly Watson, Frank Fish, and Evie Russell. This committee met two (2) times during fiscal year 2021.

Shareholder Benefits and Relations CommitteeThis committee helps to define the future Shareholder benefits and relations strategy. The members of the committee were Janissa Johnson (Chair), Sven Haakanson, Jr., Marty Shuravloff, and Rita Stevens. This committee met two (2) times during fiscal year 2021.

Ad Hoc Board VacancyThis committee was formed to identify candidates to fill an unexpected vacancy on the Board and make recommendations to the Board. The members of the committee were Tyan Hayes (Chair), Alex Cleghorn, G. Matthew Olsen, and Marty Shuravloff. This committee met three (3) times during fiscal year 2021. This committee was dissolved on February 11, 2021.


Information Concerning Koniag’s Accountants Koniag’s principal accountant for the fiscal year ended March 31, 2021 was KPMG LLP (KPMG). KPMG audited the consolidated balance sheets of Koniag, Inc. and subsidiaries as of March 31, 2021 and 2020, and the related consolidated statements of earnings, changes in Shareholders’ equity, and cash flows for each of the years in the two-year period ended March 31, 2021.

The Company paid KPMG the following amounts for the fiscal years ended March 31:

2021 2020

Audit fees $ 321,713 349,345

Audit-related fees — 4,651

Tax fees 212,706 240,575

All other fees — 6,306

Total $ 534,419 600,877

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees for professional services for the audit of our annual financial statements; “audit-related fees” are fees for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements, including attestation services not required by statute or regulation, due diligence or acquisition-related services, and services related to new accounting pronouncement readiness; “tax fees” are fees for tax preparation and compliance, tax advice, and tax planning; and “all other fees” are fees for any services not included in the first three categories.

Fees paid to KPMG for non-audit services during fiscal year 2021 were 40% of the total fees paid for all audit and non-audit services.

It is not expected that a representative from KPMG will attend the meeting with responsibility and authority to answer questions concerning Koniag’s financial statements or other financial matters.

August 13, 2021

Anthony DrabekSecretary Koniag, Inc.

Notice of Annual Meeting & Proxy Statement 2021194 Alimaq Drive, Kodiak, Alaska 99615P 907-486-2530 | 1-800-658-3818 | F 907-486-3325www.koniag.com


NOTICE OF ANNUAL MEETING & PROXY STATEMENT

194 Alimaq Drive Kodiak, Alaska 99615 P 907-486-2530 1-800-658-3818 F 907-486-3325 www.koniag.com

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