German Carmona Alvarez
About German Carmona Alvarez
Independent director since 2023 (Class I; term expires 2027), age 56, and current Chair of the Compensation Committee and member of the Audit Committee. He brings 30+ years of global operating experience across digital, finance and human capital roles, including 15 years in building materials; the board designates him an Audit Committee Financial Expert and an independent director under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wood PLC | Global President, Digital Consulting; previously Global President, Applied Intelligence | Jan 2023–present; Aug 2021–Dec 2022 | Leads global digital consulting; technology and AI leadership relevant to KNF’s tech/cyber oversight . |
| NEORIS | SVP & Global Digital Practice Leader | Mar 2019–Jul 2021 | Digital transformation strategy across 27 countries . |
| CEMEX Inc. | EVP Finance, IT & Shared Services; SVP Continuous Improvement & Commercial Strategy; SVP Aggregates & Mining; Global VP Comp & Benefits; Global VP HR Planning & Development; Corporate VP Human Capital | 2004–2019 (various roles 2004–2019) | Deep industry P&L, M&A, HR and operational experience in building materials . |
| Boston Consulting Group | Senior Principal, Strategy & Transformation | 2000–2004 | Strategy and transformation expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wood PLC USA (affiliate of Wood PLC) | Director | Since 2022 | Current non-public affiliate directorship . |
| MDU Resources Group, Inc. | Director (public) | Nov 2022–May 2023 | Prior public board; ended at KNF spin timing . |
| Strata.ai | Board Chair | 2020–2022 | AI/decision science venture leadership . |
| ITESM/Tec Milenio | Board of Trustees | 2010–2017 | Higher-education governance . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except the CEO are independent; Carmona Alvarez is independent under NYSE/SEC standards . |
| Committees | Compensation (Chair); Audit (Member) . |
| Audit financial expert | Board determined he is an “audit committee financial expert”; financially literate per NYSE . |
| Committee activity (2024) | Audit: 9 meetings; Compensation: 4 meetings; Nominating & Governance: 5 meetings . |
| Attendance (2024) | Each director attended at least 75% of combined board and applicable committee meetings; all serving directors attended 2024 annual meeting except one not renominated . |
| Board structure | Independent Chair; separate Chair/CEO; executive sessions of independent directors at each regular quarterly board meeting . |
| Declassification | Board declassifies fully at 2027 annual meeting per charter/bylaws . |
| Supermajority removal (2025 AGM) | Stockholders approved eliminating 66 2/3% supermajority requirements; charter/bylaws amended accordingly . |
Fixed Compensation (Non-Employee Director Pay)
| Component | Policy / Amount | German Carmona Alvarez – 2024 ($) |
|---|---|---|
| Annual cash retainer | $110,000 | Included . |
| Committee chair fee | $15,000 (Compensation Chair) | Included . |
| Total cash fees received | — | 125,000 . |
| Meeting fees | None | — . |
Performance Compensation (Director Equity)
| Component | Details | 2024 Amount/Units |
|---|---|---|
| Annual equity award form | RSUs (effective May 15, 2024); RSUs vest and settle in shares on the day immediately prior to the next annual meeting; prorated for partial service | — . |
| RSU grant (May 15, 2024) | 1,905 RSUs at $78.74 close (target grant value $150,000) | 1,905 units; $150,000 value . |
| Total stock awards recognized 2024 | Includes prorated common stock grant (Jan 1–May 14) plus RSUs per policy change | $205,650 . |
| Options | None disclosed for directors | — . |
| Clawback policy | Company has compensation recovery/clawback policy (firmwide) | Policy in place . |
Note: Director equity is time-based; no performance metrics apply to non-employee director RSUs .
Other Directorships & Interlocks
| Entity | Nature | Relevance/Conflict Assessment |
|---|---|---|
| Wood PLC / Wood PLC USA | Executive at Wood PLC; director of Wood PLC USA (affiliate) | KNF paid an affiliate of Wood PLC approx. $704,000 in 2023 for services; board reviewed and determined independence as Carmona Alvarez had no role or financial interest in the work; services were ordinary-course and on market terms . |
| Public boards (current) | None disclosed | — . |
| Overboarding policy | KNF policy: a director may not serve on more than two other public company boards; compliance confirmed . |
Expertise & Qualifications
- Executive leadership; Accounting/Auditing; Capital markets/Finance/M&A; Technology/Cybersecurity/Data privacy; Risk management/Compliance; Human capital management; Public company governance; Industry experience in construction/aggregates .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 3,529 shares; <1% of class . |
| Unvested RSUs (Dec 31, 2024) | 1,905 RSUs . |
| Hedging/Pledging | Prohibited for directors; margin restrictions apply . |
| Ownership guideline | 5x annual cash retainer; compliance required within 5 years; all directors are in compliance or within the 5-year window . |
Say-on-Pay & Shareholder Feedback Signals
- 2025 Say-on-Pay vote: For 43,551,803; Against 2,233,830; Abstain 145,389 (approved) .
- Governance enhancement: Stockholders approved eliminating supermajority voting; charter/bylaws amended accordingly—positive governance signal .
- Active investor outreach and executive sessions disclosed; board committees comprised entirely of independent directors .
Related-Party Transactions & Conflicts
- 2024–2025: KNF reported no related person transactions by directors or executive officers; related disclosures primarily addressed separation-related agreements with former parent (MDU Resources) .
- 2023: Payment of ~ $704k to an affiliate of Wood PLC; board assessed and maintained Carmona Alvarez’s independence given no role, influence, or financial interest by him in the work .
Governance Assessment
- Strengths: Independent director with deep industry and digital/finance expertise; chairs Compensation Committee and serves on Audit as a designated financial expert; strong attendance; robust independence posture; prohibition on hedging/pledging; clear stock ownership guidelines; elimination of supermajority voting enhances minority shareholder rights; strong Say-on-Pay support in 2025 .
- Watch items: Ongoing monitoring of any dealings between KNF and Wood PLC given his executive role at Wood; board previously reviewed and found no conflict in 2023 transaction; continue to monitor vendor engagement and disclosure .
- Compensation alignment: Director pay balanced between cash retainer and time-vested RSUs; no options; structure is standard and avoids high-risk instruments; clawback policy in place at company level .