David Kowalczyk
About David Kowalczyk
David Nørby Foss Kowalczyk (age 47) was appointed Chief Financial and Operating Officer (CFO & COO) of LiqTech International effective March 1, 2025, and serves as the principal financial, accounting, and operating officer signing the company’s 10‑Q officer certifications in 2025 . He holds a B.Sc. in Economics & Business Administration, an M.Sc. in Accounting & Auditing, and an M.Sc. in Finance & Investments from Copenhagen Business School . His 20+ years of experience spans equity research, audit, FP&A, business systems, and operational finance in global industrials (Nordea Securities, PwC, Novozymes, Flügger, Globus Wine, Hempel) . Company performance metrics disclosed in the 2025 proxy (covering 2024) show total shareholder return of $4.03 per $100 invested and negative net income; these relate to the company pre‑tenure and provide historical context rather than an assessment of his impact to date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nordea Securities | Equity Analyst | 2000–2003 | Equity research and capital markets exposure |
| PricewaterhouseCoopers | Auditor and Consultant | 2003–2007 | Assurance and advisory foundation |
| Novozymes | Multiple finance leadership roles (Group FP&A Manager; Enzyme Business Finance Manager; Head of Biopharma FP&A; Finance Sr. Manager Supply Ops EMEA & HQ; Business Finance Director for Business Operations) | 2007–2016 | FP&A, business operations finance, supply chain finance in R&D‑driven industrials |
| Flügger | Vice President; Group Management Member | 2016–2018 | Group‑level financial leadership and governance |
| Globus Wine | Chief Financial Officer | 2018–2020 | CFO stewardship in consumer manufacturing |
| Hempel A/S | Vice President, Business Finance and Systems | 2020–2024 | Enterprise business systems and finance transformation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board or external directorships disclosed for Kowalczyk in company filings . |
Fixed Compensation
| Component | Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | DKK 2,000,000 per year (approx. $280,000) | Mar 1, 2025 | Subject to adjustment each February starting Feb 2026 |
| Target Annual Bonus | Up to 60% of base salary; discretionary | Mar 1, 2025 | Determined under company’s annual performance process |
| Pension | Company contribution up to 10% of base salary | Mar 1, 2025 | Provided by LiqTech Holding A/S |
| Equity Program Eligibility | RSU awards valued up to 60% of base salary | Mar 1, 2025 | Under 2022 Equity Incentive Plan |
| Paid Time Off | Up to six weeks per year | Mar 1, 2025 | Consistent with officer benefits |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Cash) | Not specified; discretionary | Not disclosed | Up to 60% of salary | Not disclosed | Discretionary bonus per Service Agreement | N/A |
| Long‑Term Incentive (RSUs) | Not specified | Not disclosed | Grant value up to 60% of salary | Not disclosed | RSUs under 2022 Plan; no tax gross‑ups; no automatic single‑trigger acceleration | Vesting schedule not disclosed for Kowalczyk |
The 2022 Equity Incentive Plan emphasizes governance: clawbacks per SEC/Nasdaq, no discounted options, no repricing without shareholder approval, 10‑year max option/SAR term, and no single‑trigger change‑of‑control vesting .
Equity Ownership & Alignment
| Item | Value/Status | As‑of Date |
|---|---|---|
| Beneficial Ownership (shares) | 0 (listed as “–” in table; less than 1%) | Apr 8, 2025 |
| Ownership % of Shares Outstanding | <1% | Apr 8, 2025 |
| Shares Outstanding | 9,606,024 | Apr 8, 2025 |
| Vested vs. Unvested | Not disclosed for Kowalczyk | — |
| Pledged Shares | No pledging arrangements disclosed that could result in change of control | Apr 8, 2025 |
| Ownership Guidelines | Not disclosed for executives | — |
| Hedging Policy | Company does not have a policy on hedging by employees/directors | 2025 proxy |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start Date & Role | Effective Mar 1, 2025; appointed CFO & COO on Jan 27, 2025 | 8‑K |
| Agreement | Service Agreement via Danish subsidiary; Exhibit 10.1 | 8‑K |
| Severance | Not disclosed for Kowalczyk in 8‑K summary; see Exhibit 10.1 | 8‑K |
| Change‑of‑Control | 2022 Plan does not provide automatic single‑trigger vesting; Committee may accelerate or substitute awards at discretion upon change‑of‑control | DEF 14A |
| Clawback | Executive incentive compensation subject to recovery upon accounting restatement per SEC/Nasdaq Rule 5608 policy | DEF 14A |
| Non‑compete/Non‑solicit | Not disclosed in 8‑K summary; see Exhibit 10.1 | 8‑K |
| Auto‑renewal/Garden Leave | Not disclosed | 8‑K |
Performance & Track Record
- Certifications: Signed SOX Section 302 certifications for Q1, Q2, and Q3 2025 as CFO & COO, indicating responsibility for disclosure controls and ICFR .
- Achievements: Company emphasized his expertise in FP&A, business systems, and operational finance in global industrials at appointment .
- Legal/Controversies: No involvement in certain legal proceedings disclosed for executive officers, including Kowalczyk .
Compensation Committee Analysis
- Composition: Independent directors; Chair Peyton Boswell. Committee meets to set goals, approve CEO/executive salaries, cash bonuses, equity grants, and performance targets; can retain independent advisors .
- Plan Governance: 2022 Equity Incentive Plan expanded to 2,500,000 shares in 2025; includes clawbacks, no tax gross‑ups, no repricing without shareholder approval, and no single‑trigger acceleration .
Compensation Structure Analysis
- Mix & risk: Kowalczyk’s package balances fixed cash (salary, pension) with at‑risk pay via discretionary annual bonus (up to 60%) and RSUs (up to 60% of salary), aligning with equity plan governance (clawback, no single‑trigger) .
- Equity capacity: Share reserve increase to 2,500,000 supports ongoing equity issuance across executives, potentially increasing long‑term alignment if grants are made .
Risk Indicators & Red Flags
- Hedging policy gap: Company states it does not have a policy on hedging by employees/directors, which is a governance gap that could weaken alignment compared to peers with explicit anti‑hedging policies .
- Ownership alignment baseline: As of Apr 8, 2025, Kowalczyk had no reportable beneficial ownership; future RSU grants will be important for alignment tracking .
- Clawback protection: Formal clawback policy per SEC/Nasdaq mitigates restatement‑related incentive risk .
- Change‑of‑control: No automatic single‑trigger vesting under the plan reduces windfall risk; treatment remains at Compensation Committee discretion .
Investment Implications
- Near‑term: Discretionary bonus design and RSU eligibility up to 60% of salary suggest meaningful at‑risk compensation, but lack of disclosed performance metrics/weightings reduces transparency for pay‑for‑performance linkage; monitoring future proxy disclosures for 2025–2026 will be key .
- Alignment: Zero reported ownership at the 2025 record date places greater importance on timely RSU grants and vesting to build skin‑in‑the‑game; watch for Form 3/4 filings and future beneficial ownership updates .
- Governance: Strong plan‑level guardrails (clawback, no single‑trigger, no repricing) are positives; absence of an anti‑hedging policy is a governance gap investors should address in engagements .
- Execution risk: With CFO/COO dual mandate, his certifications and operational finance/system background should support controls and profitability initiatives; assess quarterly commentary and KPIs to gauge his impact on margin trajectory and cash generation .