Kathy Cuocolo
About Kathy Cuocolo
Independent director of ConnectM Technology Solutions, Inc. (CNTM); age 72; serves on the Board and key committees, and is designated the Audit Committee chair and an SEC “audit committee financial expert.” Background spans senior finance, audit, and operations roles in asset management and ETF services; CPA (Massachusetts, 1981), B.A. in Accounting (summa cum laude) from Boston College, and Masters Professional Director Certificate from the American College of Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syntax Advisors, LLC | President | 2014–Mar 2020 | Led business operations and financial product development |
| The Bank of New York Mellon Corporation | Managing Director; Division Head, Mutual Fund & Global ETF Services | 2008–2013 | Ran operations and strategic planning for mutual fund and ETF services |
| State Street Corporation | Executive Vice President; Division Head, Investor Products & Services; member of Executive Operating Committee | 1982–2003 | Led firm to become largest U.S. fund administrator; >$1.2T in assets administered |
| PriceWaterhouseCoopers LLP | Auditor | Pre-1981 | Foundational audit experience; CPA earned in 1981 |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Greenbacker Renewable Energy Company LLC | Director; Audit Chair | Current | Independent oversight; audit leadership |
| Syntax ETF Trust | Director | Current | ETF governance |
| The China Fund, Inc. | President and Director | Prior | Closed-end fund; China-focused investments |
| Select Sector ETF Trust | Chairperson | Prior | Oversight of sector ETF trust |
| Guardian Life family of funds | Director | Prior | Mutual fund governance |
Board Governance
- Independence: The Board determined that Kathy Cuocolo is independent under Nasdaq Rule 5605(a)(2) and Rule 10A‑3 of the Exchange Act .
- Committees: Audit Committee (chair; financially literate; audit committee financial expert), Compensation Committee (member), Nominating & Corporate Governance Committee (member) .
- Board structure: Classified into three classes with staggered three-year terms; only one class elected each year .
- Family relationships: None between directors and executive officers .
- Policies: Insider trading policy includes preclearance requirements and Section 16(b) compliance; Rule 144 sales unavailable for ~1 year post-business combination .
Fixed Compensation
| Component | 2024 Amount/Status | Notes |
|---|---|---|
| Annual retainer (cash) | None | Company did not maintain a formal non‑employee director compensation program and paid no director compensation in 2024 |
| Committee membership fees | None | No director compensation in 2024; program to be developed |
| Committee chair fees | None | No director compensation in 2024; program to be developed |
| Meeting fees | None | No director compensation in 2024; program to be developed |
| Deferred cash/equity | Not disclosed | Company intends to develop a Board compensation program |
Performance Compensation
| Instrument | 2024 Grants | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| RSUs/DSUs | None disclosed for directors | Not disclosed | Not disclosed | Company intends to develop future director compensation program; 2023 Equity Incentive Plan exists but 2024 director grants not disclosed |
| Options | None disclosed for directors | Not disclosed | Not disclosed | Equity incentive plans (2019/2023) outstanding/reserved; adjustments described for reverse split, but director awards not specified |
| PSUs | None disclosed | Not disclosed | Not disclosed | Not disclosed for directors |
No director performance metrics, vesting schedules, clawbacks, tax gross-ups, or change‑in‑control terms are disclosed for non‑employee directors in 2024 .
Other Directorships & Interlocks
| Company/Entity | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Greenbacker Renewable Energy Company LLC | Renewable energy | Director; Audit Chair | Sector adjacency to CNTM’s electrification/energy focus; no related-party transactions disclosed |
| Syntax ETF Trust | Asset management/ETFs | Director | Market/ETF governance; no conflicts disclosed |
| The China Fund, Inc. | Investment/Closed‑end fund | President & Director (prior) | No conflicts disclosed |
| Select Sector ETF Trust | ETFs | Chairperson (prior) | No conflicts disclosed |
| Guardian Life family of funds | Mutual funds | Director (prior) | No conflicts disclosed |
Expertise & Qualifications
- SEC “audit committee financial expert”; financially literate under Nasdaq standards; Audit Committee chair .
- CPA (Massachusetts, 1981); B.A. in Accounting (summa cum laude), Boston College; Masters Professional Director Certificate .
- Deep operating leadership across fund administration and ETF services; led State Street’s U.S. fund administration to >$1.2T assets .
Equity Ownership
| As-of Date (Document) | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dec 31, 2024 (Form 10‑K) | 25,000 | <1% | Based on 29,093,289 shares outstanding |
| Record Date (2025 DEF 14A) | 250,000 | <1% | Based on 71,306,078 shares outstanding (record date as disclosed) |
Footnotes in ownership tables do not indicate options or warrants for Ms. Cuocolo; option references in footnotes relate to other individuals . No pledging/hedging disclosures specific to Ms. Cuocolo; trading policy requires preclearance and Section 16(b) awareness .
Governance Assessment
- Alignment and independence: Independent director with robust audit credentials and prior audit chair experience; currently Audit Committee chair and designated audit committee financial expert—supports financial reporting oversight .
- Pay and incentives: Absence of any director compensation program in 2024 reduces immediate pay‑for‑performance risk but also limits equity‑based alignment; a program is planned but details and performance linkages are not yet disclosed .
- Ownership: Beneficial ownership is de minimis (<1%) as of both 2024 and 2025 record dates; limited personal capital at risk, absent disclosed ownership guidelines .
- Board structure: Classified board (staggered terms) reduces frequency of director elections; implications for investor control over board refresh cycles .
- Related‑party vigilance: Company-level related party borrowings (e.g., Avanti entities affiliated with the CEO) highlight the importance of Audit Committee scrutiny of related‑party transactions; Audit Committee is expected to approve only those transactions deemed fair and in the Company’s best interests .
- Capital structure signals: Shareholders approved a reverse stock split; derivative security adjustments were outlined. This indicates active capital structure management and potential dilution/price mechanics that the Board and its committees must oversee .
RED FLAGS
- Classified board structure—staggered three‑year terms (reduced annual accountability) .
- Presence of related‑party financings at the Company level (not involving Cuocolo personally), requiring strong Audit Committee controls .
- Limited disclosed director ownership and absence of disclosed ownership guidelines (skin‑in‑the‑game not demonstrated) .
Not disclosed
- Director attendance rates, meeting frequency, say‑on‑pay outcomes, ownership guidelines, clawback policies specific to directors, and any hedging/pledging prohibitions applicable to directors .