Richard Nottenburg
Director at APLD
Board
About Richard Nottenburg
Richard Nottenburg, age 71, has served as an independent director of Applied Digital since June 2021. He is Executive Chairman of NxBeam Inc. and previously served as President & CEO of Sonus Networks (2008–2010) and as Executive VP, Chief Strategy Officer and CTO at Motorola (2004–2008). He holds a BSEE from NYU–Poly, an MS in Electrical Engineering from Colorado State University, and a PhD in Electrical Engineering from EPFL .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonus Networks, Inc. | President & CEO; Director | 2008–2010 | Led strategy and operations |
| Motorola, Inc. | Executive VP, Chief Strategy Officer & CTO | 2004–2008 | Corporate strategy and technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NxBeam Inc. | Executive Chairman | Current | mmWave ICs/radio products; executive leadership |
| Verint Systems (NASDAQ: VRNT) | Director | Current | Chair of Compensation Committee |
| Sequans Communications S.A. (NYSE: SQNS) | Director | Current | Member: Audit & Compensation Committees |
| Cognyte Software (NASDAQ: CGNT) | Director | As of 2024 filing | Chair of Compensation Committee (2024 proxy) |
Board Governance
- Independence: The Board determined Nottenburg is independent under Nasdaq rules .
- Committee assignments (FY2025): Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance .
- Attendance: Board met 23 times in FY2025; all directors attended ≥75% of Board and committee meetings for their service periods .
- Lead Independent Director: Douglas Miller serves as LID; role includes executive sessions and shareholder liaison .
- Executive sessions: Each regular Board meeting includes an executive session led by the independent Chair or LID .
- Committee activity intensity: Audit met 17x; Compensation 13x; Nominating 1x in FY2025 .
Committee Assignments
| Committee | Role | FY2025 Notes |
|---|---|---|
| Compensation | Chair | Oversees NEO & director pay, equity plans; meets independence and Rule 10C-1 |
| Audit | Member | Financial reporting, audit firm oversight, related-party review |
| Nominating & Corporate Governance | Member | Board refreshment, evaluations, succession |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned (Cash) | $59,167 | $71,000 |
| Stock Awards (Grant-date fair value) | $1,373,148 | $240,004 |
| Total Director Compensation | $1,434,615 | $311,004 |
Director fee schedule (policy): Base $40,000; Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $12,000; Nominating Member $6,000; Lead Independent Director $25,000 . Annual director equity grant: Restricted stock valued at $240,000, vesting on first anniversary; Dec 27, 2024 grants of 28,606 shares vesting Nov 20, 2025 .
Performance Compensation
| Element | Structure | Vesting | Performance Link |
|---|---|---|---|
| Director equity | Restricted stock (time-based) | One-year cliff (annual grant); Dec 27, 2024 grants vest Nov 20, 2025 | None disclosed for director equity |
Note: The 2024 Incentive Plan allows PSUs and performance goals for employees/NEOs; Comp Committee may adjust goals, but director grants are time-based RSAs per policy .
Other Directorships & Interlocks
- Sequans interlock: CEO/Chair Wes Cummins also serves on Sequans’ board, creating a network tie with Nottenburg’s Sequans directorship .
- External committee chairs: Nottenburg chairs compensation at Verint (and at Cognyte as of 2024), indicating deep pay governance expertise .
Expertise & Qualifications
- Deep technology and telecom background (Motorola CTO/Strategy; Sonus CEO); executive experience in mmWave communications via NxBeam .
- Compensation governance specialist (Comp Committee chair roles at external public companies) .
- Advanced technical education (BSEE, MS EE, PhD EE) .
Equity Ownership
| Date | Beneficially Owned Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Oct 22, 2024 | 437,371 | <1% (company classification) | Includes 33,685 shares issuable within 60 days |
| Sept 8, 2025 | 297,987 | <1% (company classification) | As of FY2025 record date |
Unvested holdings (FY2025 director comp table): 200,000 unvested restricted stock shares; 28,606 unvested RSUs (as of May 31, 2025) .
Governance Assessment
- Board effectiveness: Active committee cadence and independent leadership; Nottenburg leads Compensation Committee amid substantial equity plan amendments and PSU frameworks, supporting alignment with growth strategy .
- Independence and engagement: Formally independent; attendance met Board thresholds; engaged across three committees including Audit and Nominating .
- Ownership alignment: Holds equity but remains <1%; director grants are standardized in FY2025 at $240k restricted stock, vesting in one year .
- Compensation red flags/watch items: FY2024 stock award to Nottenburg was unusually large ($1.37M) vs FY2025 standard ($240k), warranting context on grant rationale and dilution sensitivity; FY2025 reverted to policy norm .
- Related-party sensitivity: Company disclosed payments to a company whose chairman is also an APLD director and consulting fees to an unspecified director; Audit Committee charter now requires related-party transaction approvals—monitor for any linkage to Nottenburg’s external affiliations (no specific attribution disclosed) .
- Shareholder signals: Say-on-pay approval was 97% at 2024 meeting, indicating broad support for compensation frameworks overseen by the Compensation Committee (which Nottenburg chairs) .
- Risk controls: Anti-hedging policy prohibits hedging/monetization; clawback policy adopted per Nasdaq/SEC Section 954 .
RED FLAGS and Watchlist
- Atypical FY2024 director equity grant magnitude; assess if grant terms were one-time, retention-related, or linked to extraordinary service, and confirm no repricing/modification thereafter .
- Interlocks: Shared service on Sequans board with APLD CEO could create information flow benefits but also potential perceptions of influence; ensure robust independence oversight and recusal practices when relevant .
- Related-party transactions: Continued oversight needed where counterparties involve Board-affiliated entities; Audit Committee review in place .
Policy Notes
- Director compensation structure is cash retainers plus time-based restricted stock grants; no performance-based director equity metrics disclosed .
- Anti-hedging and clawback policies in effect; indemnification agreements for directors standard .