Ulf Rosberg
NeonodeAbout Ulf Rosberg
Ulf Rosberg, age 59, has served on Neonode’s Board since September 2017 and is the current Chairman of the Board; the Board has separated the CEO and Chairman roles and does not have a Lead Independent Director . He is deemed independent under Nasdaq rules, and brings deep investment and financial experience from Nordic Capital (1994–2017; investment manager, director, partner, senior advisor) and prior corporate finance roles at SEB Investment Banking and Leimdörfer & Partners . Externally, he is CEO of UMR Invest AB (private holding company) and Chairman of Payair Technologies AB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordic Capital AB | Investment manager, director, partner; senior advisor since 2012 | 1994–June 2017 | Private equity leadership; investment and governance expertise |
| SEB Investment Banking | Corporate finance positions | Not disclosed | Capital markets and advisory background |
| Leimdörfer & Partners | Corporate finance positions | Not disclosed | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UMR Invest AB | Chief Executive Officer | Current | Private holding company; vehicle for share ownership in NEON |
| Payair Technologies AB | Chairman | Current | Technology company chair role |
Board Governance
- Board leadership: Chairman (Rosberg); roles of CEO and Chairman are separated; no Lead Independent Director .
- Independence: Board has determined all directors, including Rosberg, are independent under Nasdaq rules .
- Committee memberships: Audit Committee member (Chair: Per Löfgren); Compensation, Nomination & Governance (CNG) Committee member (Chair: Peter Kruk) .
- Executive sessions: Independent directors regularly meet in executive sessions .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings in 2024; only 1 of 5 directors attended the 2024 Annual Meeting of Stockholders (engagement risk) . In 2023, the Board met 14 times and each director attended at least 75% .
- Related-party oversight: Written policy requires disinterested Board approval for related-party transactions; none since January 1, 2023 .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 14 | 9 |
| Director attendance threshold | ≥75% (all directors) | ≥75% (all directors) |
| Annual meeting director attendance | 1 of 4 (2023) | 1 of 5 (2024) |
| Lead Independent Director | None | None |
| Rosberg committee memberships | Audit; CNG | Audit; CNG |
Fixed Compensation
Neonode pays cash retainers to directors with no per-meeting fees and reported no director stock or option awards outstanding as of year-end; amounts are SEK-denominated but disclosed in USD .
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Rosberg) | $15,808 | $19,266 |
| Stock Awards | $0 (none granted) | $0 (none granted) |
| Per-meeting fees | No per-meeting fees | No per-meeting fees |
| Other | Eligible expense reimbursement | Eligible expense reimbursement |
| Director equity outstanding at year-end | None for all directors | None for all directors |
Compensation committee practices: The CNG Committee did not retain a compensation consultant in 2024 or 2025 .
Performance Compensation
Neonode did not report performance-based or equity compensation for directors in 2023–2024; there are no RSU/PSU/option grants, metrics, or vesting schedules disclosed for directors in these years .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| UMR Invest AB | Private | CEO | Holds 1,854,068 NEON shares via UMR Invest AB (12.07%); significant shareholder and Board Chair |
| Payair Technologies AB | Private | Chairman | No NEON-related transactions disclosed |
No shared directorships with NEON competitors/suppliers/customers or related-party transactions were disclosed since Jan 1, 2023 .
Expertise & Qualifications
- Investment/financial expertise from Nordic Capital; corporate finance background at SEB and Leimdörfer & Partners .
- Board leadership experience as Chairman of NEON and Payair Technologies .
- Board’s rationale: investment/financial experience, significant ownership, and service as Chairman .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ulf Rosberg (via UMR Invest AB) | 1,854,068 | 12.07% | Held by UMR Invest AB, beneficially owned by Rosberg |
| All current directors & executive officers (6 persons) | 3,670,790 | 23.93% | Aggregate insider ownership |
- Hedging policy: Directors, officers, employees prohibited from hedging or monetization transactions (e.g., zero-cost collars, forward contracts) .
- Pledging: No disclosure of any pledging of NEON shares by directors .
- Equity plans available shares: 691,399 authorized for future issuance; no director awards outstanding .
Governance Assessment
-
Strengths
- Separation of CEO and Chair roles; Rosberg as non-executive Chair supports oversight .
- High ownership alignment: Rosberg beneficially owns 12.07% of NEON through UMR Invest AB, aligning interests with shareholders .
- Committee participation across Audit and CNG increases governance involvement; Audit chaired by an audit committee financial expert (Löfgren) .
- No related-party transactions and anti-hedging policy reduce conflict risks .
-
Watch items / RED FLAGS
- Low shareholder meeting attendance: only 1 of 5 directors attended the 2024 Annual Meeting; investor engagement optics are weak .
- Concentration of influence: Rosberg is Board Chair, major shareholder (12.07%), and serves on both Audit and CNG committees—while the Board deems independence, investors may scrutinize potential influence over oversight functions .
- No Lead Independent Director; some investors prefer a formal lead role to balance Chair authority .
- Director compensation structure lacks annual equity grants; while Rosberg’s external shareholding provides alignment, broader board equity participation can align incentives—none disclosed for 2023–2024 .
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Committee effectiveness signals
- The Audit Committee produced required reports, and the Board transitioned auditors without disagreements or reportable events, indicating standard oversight functioning .
- The CNG Committee did not use external compensation consultants in 2024/2025, which reduces consultant conflicts but may limit benchmarking rigor for executive/director pay .
-
Say-on-pay and frequency
- Board conducts annual say-on-pay and expects annual say-on-pay through at least the 2030 meeting (subject to future frequency vote) .