John Gerber
About John Gerber
John Gerber (age 62) has served on Atomera’s board since 2007 and as independent Chairman since 2011. He is managing partner of Four Points, a specialty investment group with more than $1.8 billion of investment and transaction experience across 40 real estate and venture investments, and holds a BSE magna cum laude from Princeton University and a master’s degree from Harvard University . The board deems him independent under Nasdaq and SEC rules, and he attended all board and committee meetings in 2024 (five board meetings total) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atomera Incorporated | Director | Since 2007 | Independent; Audit and Compensation Committee member |
| Atomera Incorporated | Chairman of the Board | Since 2011 | Board leadership; risk oversight assignment to committees |
| Four Points | Managing Partner | Past ten years | $1.8B transaction experience across ~40 investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Four Points | Managing Partner | Past ten years | Specialty investment group |
| Public company boards | None disclosed | — | No other public company directorships disclosed for Mr. Gerber in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director |
| Board leadership | Independent Chairman; CEO is separate (no formal policy on combining roles; no lead independent director) |
| Committees | Audit Committee member; Compensation Committee member; not on Nominating & Corporate Governance |
| Board meetings (2024) | 5 meetings; all directors attended all Board and committee meetings |
| Audit Committee meetings (2024) | 4 meetings; all members financially literate |
| Compensation Committee meetings (2024) | 7 meetings |
| Nominating & Corporate Governance meetings (2024) | 1 meeting |
| Cybersecurity subcommittee (Audit) | Created in 2023; 4 meetings in 2024 |
The Board assigns risk oversight primarily to committees; Atomera prohibits director/officer/employee hedging, short sales, publicly-traded options, margin accounts, pledged securities, and standing/limit orders—reducing alignment risks from hedging/pledging .
Fixed Compensation
| Component | Rate/Amount | Basis/Notes | 2024 Actual for John Gerber |
|---|---|---|---|
| Annual director cash retainer | $35,000 | Paid quarterly; reviewed via Compensia benchmarks | Included in total cash fees |
| Chairman of the Board retainer | $30,000 | Paid quarterly | Included in total cash fees |
| Audit Committee member fee | $10,000 | Paid quarterly | Included in total cash fees |
| Compensation Committee member fee | $7,500 | Paid quarterly | Included in total cash fees |
| Total cash fees (2024) | — | Sum of above components | $82,500 |
Performance Compensation
| Equity Component | Policy Value | Grant Timing | Vesting | 2024 Actual for John Gerber |
|---|---|---|---|---|
| Annual director equity award (Restricted Stock) | $95,000 value | Granted on Annual Meeting date | Vests on earlier of 1 year from grant or next year’s Annual Meeting | $71,777 grant-date fair value (ASC 718) |
- No performance-contingent metrics are disclosed for director equity; time-based vesting is used for non-employee directors .
- The company introduced performance stock units (PSUs) with rTSR metrics for fiscal 2025—this applies to executives and signals stronger pay-for-performance; as a Compensation Committee member, Gerber is part of the oversight of these changes .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company boards or interlocks disclosed for Gerber in the proxy |
Expertise & Qualifications
- Diversified experience in corporate/project management, venture finance and development; extensive investing background via Four Points .
- Audit Committee financial literacy (all members meet Nasdaq financial literacy standards) .
- Education: BSE magna cum laude (Princeton); master’s degree (Harvard) .
Equity Ownership
| Holder/Category | Shares | % of Class | Notes |
|---|---|---|---|
| John Gerber – total beneficial ownership | 500,668 | 1.6% | Based on 30,703,865 shares outstanding (Feb 15, 2025) |
| Spouse | 165,096 | — | Included in beneficial ownership |
| Children (for benefit of) | 37,192 | — | Included in beneficial ownership |
| Unvested restricted stock awards | 16,313 | — | Included in beneficial ownership table footnote |
- Director stock ownership guideline: minimum value equal to 3× annual cash retainer; directors have three years from Feb 23, 2023 to comply; all non-employee directors meet or have time remaining .
- Hedging/pledging prohibited under insider trading policy—reduces red-flag risk of pledging/hedging misalignment .
Governance Assessment
- Board effectiveness and engagement: Gerber is an independent Chairman with 100% attendance and active participation on Audit and Compensation committees; the board and committees met frequently in 2024 (Board: 5; Audit: 4; Compensation: 7; Nominating: 1; Cyber subcommittee: 4), indicating strong oversight cadence .
- Pay and shareholder feedback: 2024 say‑on‑pay passed with 55% approval, signaling investor scrutiny; the Compensation Committee responded by implementing PSUs tied to rTSR for 2025 and moving executive contracts to double‑trigger change‑in‑control provisions—Gerber’s committee membership ties him to these remedial steps .
- Alignment and conflicts: Gerber’s 1.6% beneficial ownership indicates skin‑in‑the‑game, and the company reports no related‑party transactions since Jan 1, 2023; a formal policy requires disinterested board approval for any future related‑party transactions .
- Structure considerations: No lead independent director, but the presence of an independent Chairman mitigates the typical risk associated with combined roles; committee composition satisfies independence and financial literacy requirements .
RED FLAGS
- Prior low say‑on‑pay support (55% in 2024) places ongoing focus on Compensation Committee governance and responsiveness; monitoring the effectiveness of PSUs and tightened CIC terms is warranted .
- No formal policy on separating Chair and CEO roles, though the roles are currently separate and the Chair is independent—risk mitigated under the present structure .
Related‑Party Risk
- None disclosed since Jan 1, 2023; transactions with insiders require approval by a majority of disinterested directors and must be on market terms .