Glenn Zerbe
About Glenn Zerbe
Glenn H. Zerbe is President and CEO of Nuvera Communications, Inc., age 59 as of March 1, 2025, and has served as CEO since September 2019. His background spans 20+ years in sales, marketing, and management roles at Frontier Communications (VP Sales 2011–2019), Spanlink, Cisco Systems, SBC, AT&T, and IBM; he also chairs the boards of IES and BBV and serves on the Board of Governors of FM, all Nuvera equity subsidiaries . Nuvera reported net losses of $4,427,810 in 2024 and $3,214,694 in 2023, and the company did not meet the 95% OIBITDA budget threshold required for 2024 short‑term bonuses to pay out; 2025 incentive plans continue to tie payouts to OIBITDA performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Frontier Communications | Vice President of Sales | 2011–Mar 2019 | Led sales; increasing responsibility across roles at a national telecom |
| Spanlink | Sales/Marketing/Management | Not disclosed | Industry experience contributing to go‑to‑market execution |
| Cisco Systems | Sales/Marketing/Management | Not disclosed | Enterprise networking exposure supporting telecom strategy |
| SBC | Sales/Marketing/Management | Not disclosed | Carrier experience, commercial strategy |
| AT&T | Sales/Marketing/Management | Not disclosed | Large‑scale operations and sales discipline |
| IBM | Sales/Marketing/Management | Not disclosed | Technology and enterprise sales best practices |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Emergency Services (IES) | Chairman of the Board | Current (as of Mar 1, 2025) | Governance and oversight of equity subsidiary operations |
| Broadband Visions (BBV) | Chairman of the Board | Current (as of Mar 1, 2025) | Strategic direction and board leadership |
| FM (equity subsidiary) | Board of Governors | Current (as of Mar 1, 2025) | Advisory and governance role |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Set) |
|---|---|---|---|
| Base Salary ($) | 315,000 | 326,025 | 337,436 |
| All Other Compensation ($) | 8,113 | 8,932 | — |
| Total Compensation ($) | 512,113 | 530,572 | — |
Notes:
- Executives are required to receive 50% of earned short‑term incentive in Company common stock in lieu of cash; however, 2024 STIP paid $0 due to not meeting the OIBITDA threshold .
Performance Compensation
Short-Term Incentive Plan (STIP)
| Year | Metric | Weighting | Target/Mechanics | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|---|
| 2024 | OIBITDA vs budget | Single metric (OIBITDA) | Pays only if ≥95% of budget OIBITDA; Target $130,410; Threshold $97,808; Max $163,013 (based on base salary) | <95% achieved | $0 | Immediate annual payout; 50% delivered in stock when earned |
| 2025 | OIBITDA vs budget | Single metric (OIBITDA) | Base $337,436; Target $134,974; Threshold $101,231; Max $202,461 | Pending | Pending | Annual payout; subject to clawback/forfeiture policy |
Long-Term Incentive Plan (LTIP)
- 2022–2024 Option Program
- Options used as LTIP with 10‑year term; vest one‑third each in years 1–3 post‑grant; exercise price set at closing price on last trading day of the month; standard post‑termination exercise rules and forfeiture/recoupment under Plan .
- 2024 Grant (Mar 28, 2024): 60% of base salary value; $195,615; 45,073 options at $11.00 exercise price using Black‑Scholes inputs .
| Grant/Outstanding | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2022 Grant (CEO) | 33,333 | 16,667 | 21.20 | 4/11/2032 |
| 2023 Grant (CEO) | 21,724 | 43,448 | 14.70 | 3/31/2033 |
| 2024 Grant (CEO) | — | 45,073 | 11.00 | 3/28/2034 |
-
Options had no intrinsic value as of December 31, 2024, indicating the stock price was below relevant strike prices at year‑end .
-
2025 Change: Adoption of 3‑year cash‑based LTIP tied to annual OIBITDA targets; requires continued service through 3‑year cycle; paid in cash at end of cycle .
| 2025 Cash LTIP | Base Salary ($) | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|---|
| Glenn H. Zerbe | 337,436 | 151,847 | 202,462 | 303,693 |
Other:
- Clawback and forfeiture policy applies to incentives .
- 401(k) plan match at 50% of contributions up to 6% of eligible pay .
Equity Ownership & Alignment
| Holder | Shares Owned | Options Vesting ≤60 Days | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Glenn H. Zerbe | 15,296 | 108,472 | 123,768 | 2.3% (5,178,176 shares outstanding) |
Policy alignment:
- Anti‑hedging, no short sales, and anti‑pledging: Directors, officers, employees prohibited from hedging, shorting, purchasing on margin, or pledging Company securities; insider trading policy filed as 10‑K exhibit .
- Executives must take 50% of earned short‑term incentive in Company stock under the 2015 Plan; share issuance governed by plan rules and shareholder approval where applicable .
Employment Terms
- Employment Agreement: August 2019; annual base salary; eligible for annual cash incentive under Nuvera MIP .
- 2025 Base Salary: $337,436; target incentive 40% of base; maximum 60%; minimum $0 .
- Change‑in‑Control Economics: Double‑trigger—if terminated without cause or for good reason within 12 months post‑CIC, lump‑sum equal to 24 months of base salary (would have been $652,050 as of Dec 31, 2024) .
- Severance (non‑CIC): Not separately disclosed for CEO beyond CIC mechanics .
- Clawback: Incentive payments subject to Company’s Clawback and Forfeiture Policy .
- Non‑Compete/Non‑Solicit/Garden Leave/Consulting: Not disclosed.
- Retirement Benefits/Deferred Comp/Pension/SERP: Not disclosed; 401(k) match noted above .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income (Loss) ($) | (3,214,694) | (4,427,810) |
Highlights:
- CEO certifications under Sarbanes‑Oxley Sections 302/906 filed with 10‑K in 2024 and 2025 .
- 2024 STIP did not pay due to missing OIBITDA threshold; 2025 plans maintain OIBITDA linkage for both STIP and the 3‑year cash LTIP .
Board Governance (Compensation Committee context)
- Compensation Committee members: Dennis E. Miller (Chair), Wesley E. Schultz, Suzanne M. Spellacy; compensation philosophy links pay to Company financial performance and benchmarks similar‑sized telecoms; say‑on‑pay passed at May 26, 2022 annual meeting .
- Board practices: ~12 regular Board meetings per year; independent director executive sessions; Corporate Governance & Nominating Committee oversees succession planning .
Investment Implications
- Pay‑for‑performance linkage is tight to OIBITDA—no 2024 STIP payout signals discipline amid reported net losses; STIP and new cash LTIP continue to focus on budget OIBITDA, emphasizing margin execution over pure revenue growth .
- Shift from equity options to a 3‑year cash‑based LTIP (2025) reduces direct alignment with share price and may dampen equity‑driven motivation; however, service‑based vesting increases retention and payout certainty if OIBITDA budgets are met .
- Options outstanding were out‑of‑the‑money at 2024 year‑end, reducing immediate insider selling pressure; anti‑hedging and anti‑pledging policies further mitigate misalignment and forced‑sale risks .
- Ownership: CEO’s beneficial stake of 2.3% (including near‑term vesting options) provides moderate alignment; direct share ownership is 15,296 shares, with meaningful exposure to option leverage if performance and stock appreciation improve .
- Change‑in‑control severance (24 months base, double‑trigger) is standard for small‑cap telecoms; not excessive but relevant in strategic review or consolidation scenarios, potentially affecting negotiations and retention through a transaction .