Gautam Barua
About Gautam Barua
Independent director of CNTM with 20+ years in climate/sustainability investing and operations; founder and President of Aclaria Partners (since Dec 2004). Age 52; education includes BA (Economics & Mathematics, Yale) and MBA with Distinction (Harvard) plus executive entrepreneurship coursework; recognized ESG dealmaker and advisor. Determined independent under Nasdaq rules and Exchange Act Rule 10A‑3; serves on Audit, Compensation, and chairs Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aclaria Partners | Founder & President | Dec 2004–present | Originated ~$80M profitable clean water/energy deals; advised major corporations on sustainability |
| McKinsey & Morgan Stanley | Advisory/new business/M&A roles | 2013–2018 | Corporate advisory and transaction execution in ESG sectors |
| State of California | Deputy State Controller | 2003–2004 | Helped spark creation of ~$1.5B CalPERS cleantech program |
| Yale University Investments office | Analyst/Contributor | 1990s (early career) | Contributed to work on climate change and carbon sequestration |
| Various sustainability & conservation NGOs | Board/leadership roles | Not disclosed | Governance in non‑profit sustainability organizations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Aclaria Partners | President | Private | ESG investing/consulting platform |
| Sustainability & conservation NGOs | Board member | Non‑profit | Specific entities not named |
| Silicon Valley executive roles | Executive | Private | Sustainability-focused leadership (companies not named) |
Board Governance
- Independence: Board determined Barua is independent under Nasdaq and Rule 10A‑3 at merger close .
- Committee assignments: Audit Committee member (financially literate); Compensation Committee member; Nominating & Corporate Governance Committee chair .
- Board structure: Classified board (three classes); Nominating Committee oversees director selection under its charter .
- Engagement: Signed CNTM’s Q2 and Q3 2025 Forms 10‑Q as Director (evidence of active service) .
- Attendance: Not disclosed in reviewed filings; no board/committee meeting count provided in 2024–2025 proxies/10‑K .
Fixed Compensation
CNTM disclosed no formal non‑employee director compensation program historically and paid no director compensation in 2024; a program is intended to be developed.
| Component (USD unless noted) | FY 2024 |
|---|---|
| Annual cash retainer | $0 (none paid to non‑employee directors) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity grants (DSUs/RSUs) | $0; “no shares issued nor awards granted” under 2023 Plan to date |
Performance Compensation
No performance‑linked director awards disclosed to date; 2023 Equity Incentive Plan sets annual caps for non‑employee directors.
| Metric | FY 2024 |
|---|---|
| RSUs granted (#) | None |
| Options granted (#) | None |
| PSUs granted (#) | None |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed; no director awards in 2024 |
| Plan guardrails | Non‑employee director total annual comp cap $750k; $1,000k in initial join year |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Barua |
| Committee roles at other public companies | Not disclosed |
| Private/non‑profit boards | Sustainability & conservation NGOs (unspecified) |
| Interlocks (competitors/suppliers/customers) | Not disclosed; none identified in reviewed filings |
Expertise & Qualifications
- ESG/cleantech investing and operations; led ~$80M in profitable deals and founded a clean energy firm .
- Advisory/M&A experience at McKinsey/Morgan Stanley; policy experience as California Deputy State Controller influencing CalPERS cleantech allocation .
- Financial literacy under Nasdaq standards (Audit Committee member) .
- Education: BA Yale; MBA Harvard; entrepreneurship executive education .
Equity Ownership
| Metric | Oct 30, 2024 (Record: 21,164,057 sh) | Mar 17, 2025 (Record: 35,505,015 sh) | Aug 14, 2025 (Record: 71,306,078 sh) |
|---|---|---|---|
| Shares beneficially owned | — | — | 200,000 |
| % of class | — | — | * (<1%) |
Notes: “—” indicates not listed with a positive share count in the table; “*” denotes less than 1% of class per proxy.
Insider and Ownership Compliance
| Item | Status |
|---|---|
| Section 16 status | Director; subject to insider trading preclearance under company policy |
Related-Party & Conflict Review
- Company policy: Related‑party transactions require Audit Committee review; independence tested against transactions; directors complete D&O questionnaires .
- Company‑level related parties: Disclosed transactions related to CEO‑affiliated lender and “Related Party Investors”; no transactions involving Barua identified in reviewed disclosures .
- Hedging/pledging/ownership guidelines: Policy excerpts cover insider trading/Rule 144 procedures; director stock ownership guidelines not disclosed in filings reviewed .
Governance Assessment
- Positives: Independent status; multi‑committee service including chairing Nominating & Governance; Audit member with financial literacy; growing personal shareholding (200k by Aug 2025) improves alignment; absence of director‑specific related‑party transactions in reviewed filings .
- Watch items: No disclosed attendance metrics; director compensation framework not yet formalized (could introduce variability once implemented); high plan caps ($750k/$1,000k initial year) merit monitoring for pay inflation risk if activated.
- RED FLAGS: None specific to Barua identified in filings; broader company related‑party activity with other parties exists and should remain under strict Audit Committee oversight.