Gary Herman

About Gary Herman

Gary Herman, age 60, has served as Advent Technologies Holdings, Inc.’s Chief Executive Officer and Interim Chief Financial Officer since October 2024 and as a director since August 2024. He is a seasoned investor and operator with prior roles co-managing Strategic Turnaround Equity Partners (2005–2020), managing Abacoa Capital Management (2011–2013), affiliation with Arcadia Securities (2005–2020), investment banking at Burnham Securities (1997–2002), and managing partner at Kingshill Group (1993–1997). He earned a B.S. from the University at Albany (majors/minors in Political Science, Business, Music) and currently serves on the boards of Siyata Mobile (NASDAQ: SYTA) and SusGlobal Energy (OTCQB: SNRG) . Company pay-versus-performance disclosures show deeply negative TSR during 2024, underscoring challenge conditions amid a turnaround and going-concern risk .

Company performance (latest fiscal years):

Values retrieved from S&P Global.

• Values retrieved from S&P Global

TSR snapshot (Pay-versus-Performance disclosure):

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• Company-wide bonus framework exists, but Herman’s specific metrics/targets are not disclosed; bonuses were not paid in 2022–2024 .
• Herman had no equity awards outstanding as of year-end 2024 .

Equity Ownership & Alignment

Implication: With no disclosed personal holdings or equity awards, selling pressure from vesting appears limited for Herman. Strict anti-pledging/hedging policy reduces alignment red flags .

Employment Terms

Board Governance (including dual-role implications)

• Board class/tenure: Herman is a Class III director; term expires at the 2026 annual meeting .
• Independence: Not independent due to CEO role .
• Committees: Audit, Compensation, and Nominating committees comprise independent directors (Lukash, Celia, Seelenfreund); Herman is not listed on committees .
• Board leadership: No chair or lead independent director; board periodically reviews structure .
• Attendance: In 2024, the board held 16 meetings; no member attended fewer than 75% of aggregate meetings/committees .
• Executive sessions: Independent directors meet in executive session without management .
• Director compensation: Employee directors (e.g., Herman) received no additional director compensation in 2024 .

Dual-role implications: Herman’s CEO + director status reduces independence and concentrates influence; however, committees are led by independent directors and executive sessions occur without management, partially mitigating governance risks .

Compensation Committee Analysis

• Composition: Compensation committee consists of independent directors (Lukash and Celia); Celia chairs .
• Consultant: ClearBridge Compensation Group engaged as independent consultant; no conflicts identified .
• Peer group: The company elected to forgo establishing a formal compensation peer group in 2024; used survey data scoped to company size .

Related Party Transactions

• The company disclosed no related-party transactions exceeding $120,000 since January 1, 2024, outside of compensation arrangements .

Performance & Track Record (under Herman’s tenure context)

• Strategic initiatives: EU Innovation Fund awarded €34.534 million for the RHyno project (signed March 5, 2025) ; RESCUE project launched with €5 million budget, 70% funding rate; Advent’s approved budget €2.16 million (Feb 11, 2025) .
• Aerospace collaboration: Airbus benchmarking project continued into Phase Two in Feb 2025 .
• Defense contracts: HB50 portable power system contracts and DoD collaboration advancing manufacturability and scale-up .
• Risk backdrop: Material weaknesses in internal controls; going-concern uncertainty; Nasdaq initiated delisting proceedings and suspended trading effective Oct 30, 2025; subsequent resignations of two independent directors (Seelenfreund, Celia) in late Oct 2025 .

Director Compensation (for completeness)

• Non-employee directors historically received cash retainers and RSU grants; directors joining on/after Aug 30, 2024 were not currently entitled to board compensation; employee directors (including Herman) received none .

Compensation Structure Analysis

• Cash vs equity mix: Herman had $0 cash pay and no equity awards in 2024; his compensation package remains pending finalization .
• Equity plan capacity: 2025 proposal to increase shares under the 2021 Incentive Plan from 530,976 to 1,011,627 and add a 3% annual evergreen through 2046, with non-employee director annual compensation capped at $500,000 (grant date value; assuming maximum payout) .
• Governance safeguards: Clawback provisions at the plan level; strict anti-pledge/hedge policy for insiders .
• Pay-for-performance signals: Company did not pay discretionary bonuses in 2022–2024; severe negative TSR highlighted in pay-versus-performance, suggesting limited alignment of realized executive pay with shareholder returns historically .

Say-on-Pay & Shareholder Feedback

• 2025 proposals include advisory Say-on-Pay and frequency vote, with board recommending “three years” for frequency . Historical approval percentages not disclosed.

Expertise & Qualifications

• Education: B.S., University at Albany; majors/minors in Political Science, Business, Music .
• Technical/industry: Multi-decade track record in investment, capital markets, and corporate governance; current public company board roles .

Work History & Career Trajectory

• Progression across merchant banking, investment banking, broker-dealer affiliation, fund management, and public company governance .

Equity Ownership & Risk Indicators

• Beneficial ownership: <1% for Herman; no listed options/RSUs outstanding .
• Risk indicators: Going-concern warning, material control weaknesses, Nasdaq delisting proceedings, director resignations, and ongoing legal matters (e.g., arbitration award, labor claim in Greece) increase execution and retention risk around the leadership team’s turnaround efforts .

Investment Implications

• Alignment: Herman’s lack of salary/equity in 2024 and absence of disclosed equity awards reduces immediate insider selling pressure but also limits straightforward pay-for-performance alignment signals; ownership guidelines and plan clawbacks/anti-pledging policies support longer-term alignment if future awards are granted .
• Dilution vs incentives: The proposed evergreen increase to the incentive plan expands capacity for future equity awards—critical for retention and motivation—but heightens dilution risk for shareholders; director annual compensation caps help constrain board-level equity outlays .
• Execution/retention risk: Material control weaknesses, going-concern issues, and Nasdaq’s delisting actions reflect significant financial and governance stress; concurrent board turnover compounds oversight risk. These factors raise retention risk and suggest that Herman’s eventual compensation package may need stronger performance linkages and retention features to stabilize leadership through the turnaround .
• Trading signals: With no reported Form 4 activity or vesting schedule for Herman and strict anti-pledging rules, insider selling pressure appears low; monitor future compensation awards under the expanded plan and any subsequent Form 4 filings to reassess supply overhang and alignment .

References: