Nicola Palmer
About Nicola Palmer
Nicola Palmer, 57, is an independent director of NextNav Inc. (NN) serving since June 2024. She is Chair of the Compensation and Human Capital Committee and a member of the Audit Committee, and is deemed independent under Nasdaq rules including the additional independence standards for both audit and compensation committees. Palmer previously held senior technology leadership roles at Verizon, and currently serves on the board of nVent Electric plc (NYSE: NVT). Her domain strengths include large‑scale network and product development, digital transformation, and cybersecurity governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | Chief Technology Ambassador | 2022–2023 | Technology evangelism and strategic engagement following prior operating leadership roles |
| Verizon Communications Inc. | Chief Product Development Officer | 2019–2022 | Led product/platform innovation and evolution; experience evaluating acquisitions and investments to drive innovation |
| Verizon Communications Inc. | Chief Network Engineering Officer and Head of Wireless Networks | 2017–2018 | Led nationwide wireless network engineering and operations |
| Verizon Wireless | Chief Technology Officer | 2013–2017 | Oversaw technology strategy and execution for Verizon’s wireless business |
| Verizon | Technology roles of increasing responsibility | Since 2000 (prior to above roles) | Cybersecurity governance, assessment and controls; incident response and continuity planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| nVent Electric plc (NYSE: NVT) | Director | Current (as of 2025) | Committee roles not disclosed in NN proxy |
Board Governance
| Committee | Role | Independence Qualification | Notes |
|---|---|---|---|
| Compensation and Human Capital Committee | Chair | Meets Nasdaq compensation committee independence standards; non‑employee for Rule 16b‑3 | Leads pay philosophy, executive goals, and human capital oversight |
| Audit Committee | Member | Meets Rule 10A‑3 and Nasdaq audit committee independence standards | Audit Committee members include Marcus (Chair), Howe, Subin, and Palmer |
- Independence: The Board determined all directors and nominees other than the CEO are independent; Palmer meets the additional independence tests for both audit and compensation committees.
- Attendance: In 2024, each director attended at least 75% of their Board and committee meetings; Board held 6 meetings, Audit 4, Compensation 2, Nominating 5.
- Board leadership: CEO is Chair; a Lead Independent Director is designated (Alan B. Howe since May 2024; John B. Muleta effective May 2025) to strengthen independent oversight.
- Executive sessions/governance: Corporate Governance Guidelines call for a majority independent board, regular executive sessions of independent directors, annual self‑evaluations, and director access to management/advisors.
Fixed Compensation
Director compensation structure (effective May 16, 2024; prorated if partial year):
| Component | Amount |
|---|---|
| Annual Board retainer (non‑employee directors) | $45,000 |
| Committee member retainer (per committee) | $5,000 |
| Committee Chair retainers | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating Chair: $10,000 |
| Lead Independent Director retainer | $100,000 |
Nicola Palmer – 2024 cash paid:
| Year | Fees Earned or Paid in Cash |
|---|---|
| 2024 | $29,983 |
Performance Compensation
Standard equity structure:
- Annual equity grant to non‑employee directors (May 17, 2024 cohort): Grant value $150,000, delivered as 17,740 restricted shares, vesting May 1, 2025.
Nicola Palmer – 2024 equity grants:
| Grant Date | Instrument | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| June 24, 2024 | Restricted stock (pro‑rated annual award) | 17,623 | $138,869 | Vests in full on May 1, 2025, subject to service |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | nVent Electric plc (NYSE: NVT) – Director |
| Interlocks/related‑party exposure at NN | No related‑party transactions disclosed involving Ms. Palmer; 2024–2025 related‑party items involved Fortress and entities affiliated with director Neil Subin (convertible notes and warrants) but none naming Palmer. |
Expertise & Qualifications
- Extensive leadership in building and evolving technology products, platforms, and services; significant experience in digital business transformation.
- Cybersecurity governance experience across assessment, controls, security engineering, incident response, and business continuity.
- M&A and investment evaluation expertise supporting innovation.
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % | Form/Notes |
|---|---|---|---|
| Nicola Palmer | 17,623 | <1% | Restricted stock awards scheduled to vest May 1, 2025; counted as beneficial if vesting within 60 days of record date (March 25, 2025). |
Policy signals:
- Anti‑hedging/anti‑pledging: Directors are prohibited from hedging or pledging Company securities (short sales, derivatives, margin, pledges).
Governance Assessment
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Strengths: Independent director with deep telecom/product and cybersecurity credentials; chairs Compensation Committee and sits on Audit, meeting heightened independence standards—supports credible pay oversight and financial reporting scrutiny. Attendance expectations met across the board in 2024; governance framework includes executive sessions and annual board/committee self‑evaluations. Equity grant structure aligns director pay with shareholder outcomes.
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Potential watch items: Newer director (since June 2024) still building issuer‑specific context; holds one other public company board seat (nVent), which is a manageable time commitment but warrants typical monitoring for workload balance.
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Related‑party/conflicts: No related‑party transactions or pledging by directors permitted; no Palmer‑specific conflicts disclosed—reduces alignment risk and investor‑confidence headwinds.
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RED FLAGS: None disclosed specific to Ms. Palmer (no attendance shortfalls, no related‑party transactions, no hedging/pledging, no compensation anomalies identified for directors).