Seth Berl
About Seth Berl
Dr. Seth Berl, age 33, was appointed as an independent director of Nano Nuclear Energy (NNE) effective June 1, 2025, and joined the Nominating & Corporate Governance Committee. He is currently Global GTM, Government Technologies Chief Technologist at Intel (since May 2025), and previously served as Deputy Chief Data Officer at the U.S. Department of Energy (June 2024–May 2025). He holds a Ph.D. and M.A. in Experimental Atomic Physics (University of Virginia) and dual B.S. degrees in Electrical Engineering and Physics (Old Dominion University). The company disclosed no related-party transactions with Dr. Berl.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Deputy Chief Data Officer | Jun 2024 – May 2025 | Led enterprise data and AI strategy to drive operational results |
| GovSmart, Inc. | Chief Technology Officer | 2020 – 2024 | Led technical direction, strategic partnerships, and product innovation |
| University of Virginia / Old Dominion University | Nuclear & Atomic Physics Researcher | Prior to 2020 (dates not precisely stated) | Coordinated projects with NSF, NASA, DOE, DARPA, Northrop Grumman, USAF; quantum sensing and microelectronics work |
| Smartec, LLC | Founder/Principal | Not dated | Technology consulting for Fortune 500 clients |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Intel Corporation | Global GTM, Government Technologies Chief Technologist | May 2025 | Shapes technology and GTM strategy for worldwide government solutions |
Board Governance
- Independence and appointment: Appointed an independent director on June 1, 2025; no family ties and no related-party transactions requiring disclosure.
- Committee assignment: Member, Nominating & Corporate Governance Committee (effective immediately upon appointment).
- Board composition post-appointment: Six directors, including four independent directors.
- Prior committee structure (pre-appointment reference): Audit (Chair: Dr. Tsun Yee Law; members: Dr. Kenny Yu, Diane Hare; Hare designated audit committee financial expert), Compensation (Chair: Dr. Law; members: Dr. Yu, Diane Hare), and Nominating & Corporate Governance (Chair: Diane Hare; members: Dr. Yu, Dr. Law).
- Annual meeting (April 23, 2025) results: All five then-serving directors elected; 2025 Equity Incentive Plan approved; auditor ratification passed. No separate say-on-pay item was listed.
Fixed Compensation
| Component | Amount | Effective/Grant Date | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | Jun 1, 2025 | Per Independent Director Agreement (Berl Director Agreement) |
| Cash program reset for all independents | $50,000 | Jun 3, 2025 | Reflected in compensation amendments table |
The Berl Director Agreement also permits additional compensation awards, restricted equity shares/options, and discretionary retention fees; contains confidentiality, non-compete, non-solicit, non-disparagement, and indemnification provisions.
Performance Compensation
| Award Type | Units/Options | Fair Value per Unit | Grant-Date Fair Value | Grant Date | Vesting | Plan/Terms |
|---|---|---|---|---|---|---|
| RSUs (initial award) | 15,000 | $29.18 | $437,700 | Jun 3, 2025 | 50% at 6 months; remaining 50% at 1 year | Granted under 2025 Plan; subject to RSU Agreement |
| Director equity limits | — | — | $750k (first year), $500k thereafter (cap) | Feb 28, 2025 (Plan approval) | — | 2025 Plan limits for non-employee directors |
| Clawback policy | — | — | — | Feb 28, 2025 (Plan adoption) | — | Awards subject to reduction/recoupment per Company policy and applicable law |
| Repricing prohibition | — | — | — | Feb 28, 2025 (Proxy) | — | Plan prohibits option/SAR repricing without stockholder approval |
Performance metrics: The 2025 Plan permits awards to be tied to a broad set of metrics (e.g., revenue growth, EBITDA, margins, TSR, cash flow, strategic milestones). Dr. Berl’s June 3, 2025 RSU award is disclosed as time-vested; no specific performance criteria were attached to this grant.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships were disclosed in the appointment 8-K. |
Expertise & Qualifications
- Technical domains: AI/ML, data science, cybersecurity, embedded/IoT systems, high-performance computing, tactical edge networks, satellite communications, enterprise storage/networking; nuclear/atomic physics research background.
- Government and federal programs: Leadership at DOE; contributions to projects with U.S. Army, Navy, Air Force, SOCOM, DIA, DARPA, NASA, HHS, Commerce, NSF.
- Education: Ph.D. and M.A. (Experimental Atomic Physics), University of Virginia; dual B.S. (Electrical Engineering and Physics) with Math minor, Old Dominion University.
Equity Ownership
| Holder | Beneficial Ownership at Record Date (Feb 27, 2025) | Notes |
|---|---|---|
| Seth Berl | Not listed | Appointment occurred after Record Date; thus not included in 2025 proxy ownership table. |
| Grant/Position | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|
| RSUs granted (unvested) | 15,000 | ~0.04% | 37,072,881 shares outstanding at Record Date; RSUs vest over 6 and 12 months from June 3, 2025 |
- Pledging/hedging: The 2025 Plan restricts transferability of awards and provides clawback; the Amended and Restated Insider Trading Policy was adopted in Dec 2024. No specific director pledging/hedging exceptions disclosed.
Governance Assessment
- Positives:
- Strengthens board technology and government interface: deep AI/HPC/cyber expertise and recent DOE senior data leadership should enhance oversight of data, cyber, and government engagement risks/opportunities.
- Clear independence and no related-party ties disclosed at appointment; immediate placement on Nominating & Corporate Governance supports board refresh and nominations rigor.
- Transparent director pay reset to market-aligned levels with time-vested RSUs; award sizes fall within new 2025 Plan non-employee director caps; clawback and anti-repricing guardrails in place.
- Watch items / potential conflicts:
- Current Intel employment: if NNE procures Intel technology/services, related-party or conflict-of-interest considerations could arise and would require Audit Committee review under related-party policies; no such transactions disclosed to date.
- Attendance/engagement data for FY2025 not yet disclosed given recent appointment; should be monitored in the next proxy.
- Compensation structure signals:
- Shift from prior director stock options (2023 plans) to RSUs under the 2025 Plan indicates a move toward more certain, time-based equity—often read as lower risk than options and better alignment for retention.
No RED FLAGS currently disclosed specific to Dr. Berl (e.g., related-party transactions, low attendance, option repricing). Continue monitoring future filings for any Intel-related transactions, equity guideline adoption, and attendance statistics.