Bandel Carano
About Bandel L. Carano
Bandel L. Carano (age 63) is an independent director of NextNav Inc. (NN) since October 2021 and previously served on the board of former NextNav from September 2014 to October 2021 . He is a Managing Partner at Oak Investment Partners (since 2010), having been a General Partner since 1987, with prior experience in Morgan Stanley’s Venture Capital Group (1983–1985); he holds BS and MS degrees in Electrical Engineering from Stanford University . NN’s board determined Carano is independent under Nasdaq rules, including eligibility for compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Investment Partners | General Partner; Managing Partner | GP since 1987; Managing Partner since 2010 | Led investments across TMT; extensive public co directorship experience |
| Morgan Stanley Venture Capital Group | Member | 1983–1985 | Sponsored venture investments; high-tech new business advisory |
| NextNav (former) | Director | Sep 2014–Oct 2021 | Governance continuity ahead of SPAC combination |
| NextNav Inc. | Director | Oct 2021–present | Member: Compensation & Human Capital; Nominating & Corporate Governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| nLight, Inc. (NASDAQ: LASR) | Director | Current | Not disclosed |
| Centric Software (private) | Director | Current | Not disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent; meets Nasdaq compensation committee independence standards |
| Committees | Compensation & Human Capital Committee (Member); Nominating & Corporate Governance Committee (Member) |
| Attendance | Each director attended ≥75% of board/committee meetings in 2024; Carano attended the 2024 Annual Meeting |
| Board/Committee Meetings (2024) | Board: 6; Audit: 4; Compensation: 2; Nominating: 5 |
| Leadership | CEO also Chair; Lead Independent Director in place (Alan Howe since May 2024; John Muleta effective May 2025) |
| Executive Sessions | Independent directors meet regularly in executive session per Corporate Governance Guidelines |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $45,000 | Standard retainer; cash unless otherwise elected |
| Committee Membership Fee (per committee) | $5,000 | Applies to each committee |
| Committee Chair Fees | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating Chair: $10,000 | In lieu of member fee |
| Lead Independent Director Retainer | $100,000 | Separate compensation |
| Carano — Fees Earned (2024) | $41,875 | Actual cash paid in 2024 |
Performance Compensation
| Equity Grant | Grant Date | Shares / Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Annual equity grant to non-employee directors | May 17, 2024 | 17,740 restricted shares; grant date value $143,694 | Vests May 1, 2025 | Based on 20-day average price $8.455 |
| Carano — Stock Awards (2024) | 2024 | $163,256 | Not disclosed | Total 2024 equity grant value per proxy |
No performance-based metrics are used for director pay; compensation consists of cash retainers and time-based restricted stock awards .
Other Directorships & Interlocks
| Company | Market/Status | Role | Potential Interlock with NN |
|---|---|---|---|
| nLight, Inc. (LASR) | Public | Director | None disclosed |
| Centric Software | Private | Director | None disclosed |
| Prior boards (selected): Airspan (MIMO), NeoPhotonics (NPTN), Kratos (KTOS), Tele Atlas (acquired by TomTom 2007), Synopsys (SNPS), FiberTower (acquired by AT&T 2018), Virata (acquired by Globespan 2001), Polycom (acquired by Plantronics 2018) | Various | Past Director | No NN conflicts disclosed |
Expertise & Qualifications
- Venture capital and technology investor; extensive TMT exposure and public company board experience .
- Electrical engineering credentials (BS, MS — Stanford) .
- Experience across telecom, wireless, rich media, semiconductors; value-add in scaling businesses .
Equity Ownership
| Holder | Shares (Common) | Restricted Shares | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Bandel L. Carano | 150,124 | 17,740 (to vest within 60 days of record date) | 167,864 | 0.127% (computed from 167,864 and 132,143,691 ) |
| Pledging/Hedging | Prohibited by NN’s insider trading policy for directors |
No Form 4 insider transactions or pledged shares are disclosed for Carano in the proxy; related-party transactions disclosed in 2025 involve Fortress and a Subin-affiliated entity, not Carano .
Governance Assessment
- Board effectiveness and independence: Carano is independent, serves on two key governance committees, and met attendance thresholds; committee coverage supports board oversight of pay and nominations .
- Ownership alignment: Holds ~0.127% of outstanding shares including time-based restricted stock; company prohibits hedging/pledging, which supports alignment .
- Compensation structure: Standard market retainer plus time-based equity; no performance metrics tied to director compensation (reduces pay-for-performance linkage but typical for directors) .
- Investor confidence signals: Strong shareholder support in 2025 election (Carano received 87,749,764 “For” vs. 1,468,630 “Withheld” votes; broker non-votes 18,547,318), and auditor ratification passed with 107,216,148 “For” votes .
- Potential conflicts/red flags: None disclosed related to Carano; NN maintains related-party review via Audit Committee, anti-hedging/pledging, and clawback policy for executives (not director-relevant) .
Overall, Carano’s profile reflects seasoned venture/technology governance, independent oversight across compensation and nominations, standard director pay and equity structure, and strong re-election support — with no disclosed conflicts or attendance concerns .