Curtis Kawlewski
About Curtis Kawlewski
Curtis O. Kawlewski is Chief Financial Officer of Nuvera Communications (NUVR) with an employment agreement originally entered in March 2012 and amended in July 2017, providing for an annual base salary and eligibility under the company’s Management Incentive Plan . His 2025 compensation framework sets base salary at $251,738 with target annual incentive of 30% of base (max 45%), and severance/change‑in‑control protection equal to 24 months of base salary under a double‑trigger termination within 12 months of a change‑in‑control (amount would have been $486,450 on 12/31/2024) . Company performance context: FY2024 operating revenues rose 5.2% to $69.24m, operating income increased 7.1% to $9.89m, EBITDA reached $24.98m and Adjusted EBITDA $28.27m, while net loss widened to $4.43m due largely to higher interest expense and goodwill impairment amid an aggressive fiber build program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuvera Communications | Chief Financial Officer | Employment agreement entered March 2012; amended July 2017 | Executive incentives historically tied to OIBITDA and, in prior years, fiber build KPIs (FTTH passings, new broadband connections, net adds) |
External Roles
- Not disclosed in recent proxy filings or 10-K.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Max Bonus % | Max Bonus ($) |
|---|---|---|---|---|---|
| 2025 | 251,738 | 30% | 75,521 | 45% | 113,282 |
| 2024 | 243,225 | 30% | 72,968 | 45% | 91,210 |
| Summary Compensation (NEO) | 2024 ($) | 2023 ($) |
|---|---|---|
| Salary | 243,225 | 235,000 |
| Stock Awards | – | – |
| Option Awards | 72,968 | 70,500 |
| Non-Equity Incentive Plan Compensation | – (no payout) | – |
| All Other Compensation | 7,692 | 7,495 |
| Total | 323,885 | 312,995 |
Performance Compensation
| Plan Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2025 MIP (Short‑Term) | OIBITDA ≥ 95% of budget | Not disclosed | Threshold $56,641; Target $75,521; Max $113,282 | Not disclosed | Not disclosed | Annual payout based on attainment; subject to clawback |
| 2025 Long‑Term (New) | OIBITDA (each year in 3‑yr cycle) | Not disclosed | Set annually per approved budget | Not disclosed | Paid in cash at end of 3‑yr period | Requires continued service through cycle; performance + service vesting |
| 2024 MIP (Short‑Term) | OIBITDA ≥ 95% of budget | Not disclosed | Threshold $54,726; Target $72,968; Max $91,210 | Company did not meet threshold | $0 | Annual; subject to clawback |
| 2023 MIP (Short‑Term) | FTTH passings (17,000), new broadband connections (8,000), net Internet adds (1,300) + OIBITDA ≥ 95% | Not disclosed | Threshold $35,250; Target $70,500; Max $105,750 | Not disclosed | Not disclosed | Annual; 50% of incentive in stock in lieu of cash |
| 2022 MIP (Short‑Term) | FTTH passings (9,000), new fiber B2B connections (4,500), net Internet adds (1,000) + OIBITDA ≥ 95% | Not disclosed | Threshold $28,750; Target $57,500; Max $86,250 | Not disclosed | Not disclosed | Annual; 50% of incentive in stock in lieu of cash |
Option Grants and Vesting
| Grant Date | Type | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 3/28/2024 | NQSO | 16,813 | 11.00 | Vests one‑third after each of 1st, 2nd, 3rd year following grant | 3/28/2034 |
| 3/31/2023 | NQSO | 24,310 | 14.70 | Vests one‑third annually over 3 years | 3/31/2033 |
| 4/11/2022 | NQSO | 17,747 | 21.20 | Vests one‑third annually over 3 years | 4/11/2032 |
- As of 12/31/2024, his options had no intrinsic value (not in‑the‑money) .
Equity Ownership & Alignment
| Holder | Shares Owned | Options Vesting Within 60 Days | Total Beneficial | Ownership % |
|---|---|---|---|---|
| Curtis O. Kawlewski | 15,910 | 39,558 | 55,468 | 1.1% (based on 5,178,176 shares outstanding) |
| Option Status (12/31/2024) | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| 2012 Grant | 11,831 | 5,916 | 21.20 | 4/11/2032 |
| 2023 Grant | 8,103 | 16,207 | 14.70 | 3/31/2033 |
| 2024 Grant | – | 16,813 | 11.00 | 3/28/2034 |
Alignment and restrictions:
- NEOs receive 50% of earned short‑term incentive compensation in company stock in lieu of cash, and awards are subject to clawback/forfeiture policy (restatements or egregious misconduct) .
- Insider Trading Policy prohibits hedging, short sales, and pledging of company securities; margin purchases are restricted (other than cashless option exercise) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | CFO agreement entered March 2012; amended July 2017 |
| Base Salary (2025) | $251,738 |
| Annual Incentive (2025) | Target 30% of base; max 45%; threshold/target/max dollar opportunities set by MIP |
| Severance (Termination Without Cause/Good Reason) | 24 months of base salary |
| Change‑in‑Control | Double‑trigger: if terminated without cause or for good reason within 12 months of a change‑in‑control, lump sum equal to 24 months of base salary (would have equaled $486,450 as of 12/31/2024) |
| Clawback | 2019 policy amended in 2024; recoupment/cancellation upon accounting restatement or egregious misconduct with substantial detrimental effect |
| Insider Trading/Hedging/Pledging | Hedging, short sales, and pledging prohibited; margin purchases restricted |
| Retention Bonus (Historical) | $100,000 stay bonus paid if remained employed one year after CEO’s start date (agreement dated Aug 27, 2019) |
Performance & Track Record
| Metric (FY) | 2023 | 2024 |
|---|---|---|
| Total Operating Revenues ($) | 65,791,968 | 69,236,337 |
| Operating Income ($) | 9,235,264 | 9,889,883 |
| EBITDA ($) | 21,350,696 | 24,976,723 |
| Adjusted EBITDA ($) | 25,025,476 | 28,265,115 |
| Net Loss ($) | (3,214,694) | (4,427,810) |
| Capital Expenditures ($) | 55,547,283 | 53,757,778 |
- Strategic initiatives include significant fiber build supported by grants (DEED, counties), and CBOL subsidy eligibility beginning Nov 2023; interest expense increased with higher borrowings to fund the build .
Compensation Structure Analysis
- Shift from equity options to 3‑year cash-based long‑term incentive beginning in 2025, with performance measured annually on OIBITDA and vesting contingent on continued service—reduces equity overhang and near‑term selling pressure but increases guaranteed cash exposure at vest .
- For 2024, short‑term incentive paid $0 due to not meeting 95% OIBITDA threshold, demonstrating adherence to pay‑for‑performance discipline .
- Options granted in 2022–2024 vest over three years and had no intrinsic value as of 12/31/2024, limiting immediate monetization risk .
Equity Ownership & Alignment Details
- Beneficial ownership of 1.1% (including options vesting within 60 days) aligns interests; policy prohibiting hedging/pledging strengthens alignment with shareholders .
- NEOs’ short‑term incentives partly settled in stock (50%) further tie compensation to equity value .
Risk Indicators & Red Flags
- No pledging allowed; hedging prohibited (positive governance signal) .
- Clawback policy updated in 2024 to address restatements and misconduct (mitigates risk of windfall and enforces accountability) .
- Elevated interest expense and goodwill impairment contributed to widening net loss in 2024; execution risk in financing and capital allocation for fiber build remains, balanced by Adjusted EBITDA growth .
Say‑on‑Pay & Shareholder Feedback
- Compensation Committee asserts alignment and notes shareholder approval of say‑on‑pay at May 26, 2022 annual meeting .
Investment Implications
- Alignment is reinforced by stock‑settled incentives and anti‑hedging/pledging rules; option grants currently out‑of‑the‑money reduce near‑term selling pressure .
- Retention risk appears mitigated by double‑trigger change‑in‑control benefits (24 months base) and new 3‑year cash LTI requiring continued service, but the cash LTI will add to deferred cash obligations at vest .
- Company performance shows solid revenue and EBITDA growth alongside higher interest burden and goodwill impairment; CFO oversight of capital structure will be pivotal as fiber investments scale and subsidies/grants phase, with OIBITDA‑based incentives directly linking pay to operating performance .