Kathy Lund

About Kathy Lund

Kathy Lund is Vice President of Technical Services at Nuvera Communications, promoted in May 2025 to lead network construction, service delivery, innovation, and internal technical support . She previously served in regulatory and administrative leadership at Nuvera from 2001–2025, and was listed as VP of Network Support Operations on Nuvera’s “Terms & Policies” contact page . Company operating context ahead of her promotion: 2024 revenue was $69.24M and EBITDA was $24.98M, with a net loss of $4.43M as Nuvera executed a large fiber build .

Past Roles

External Roles

Fixed Compensation

• No individual compensation disclosure for Kathy Lund in Nuvera’s proxies or 10-K; she is not listed as a Named Executive Officer (NEO) .
• Company framework for executives/participants: base salary plus annual Management Incentive Plan (MIP) that pays only if OIBITDA achievement meets or exceeds a 95% budget threshold; in 2024 no MIP payout occurred due to missed threshold .

Performance Compensation

• Annual Incentives (MIP): Threshold payout requires ≥95% of budgeted OIBITDA; the Board retains discretion; subject to Nuvera Clawback & Forfeiture Policy .
• Long-term Incentives: In March 2025, Nuvera replaced nonqualified stock options with a three-year cash-based incentive measured on annual OIBITDA targets and continued service through the 3-year cycle, paid in cash at cycle end .
• Historical option design (for context): prior NQSO grants vested one-third per year on anniversaries and had 10-year terms, with post-termination exercise windows (90 days typical; 1 year for death/disability; full term if retiring ≥65; immediate expiration for cause) .

Note: The table reflects company program terms; Lund-specific awards are not disclosed .

Equity Ownership & Alignment

• No Section 16 beneficial ownership line item for Lund in the 2024/2025 proxy “Security Ownership” tables, implying she is not a reporting NEO/director .
• No Form 4 filings referencing “Kathy Lund” were located via EDGAR full-text search as of this analysis date, suggesting she is not a Section 16 reporting person; trading signals from insider forms are therefore not available .

Employment Terms

• No filed employment agreement for Lund (NEO agreements only). NEO terms provide context: severance and change-in-control cash severance (24 months base salary; double-trigger within 12 months post-CIC), and participation in MIP and long-term incentives, all subject to clawback .
• Nuvera Clawback & Forfeiture Policy adopted 2019 and updated 2024; covers incentive compensation in case of accounting restatement or egregious misconduct .

Performance & Track Record (Company context during Lund’s tenure)

Fiber build execution (operational context):

Role scope and organizational moves:

• Lund’s VP Technical Services remit focuses on “network construction, service delivery, innovation, and internal technical support,” as part of leadership changes supporting Nuvera’s fiber-forward strategy .

Board Governance and Compensation Committee (context)

• Compensation Committee: Independent directors; oversees compensation plans; engaged Grant Thornton in 2025 to update executive and director compensation benchmarking .
• 2025 proxy includes advisory say‑on‑pay and advisory frequency vote (Board recommending every three years) .

Say‑on‑Pay & Shareholder Feedback

• Advisory vote to approve executive compensation scheduled for 2025 annual meeting; Board recommends “FOR” .
• Advisory vote on frequency scheduled; Board recommends “Every Three Years” (triennial) .

Work History & Career Trajectory

• Nuvera: Regulatory & Administrative Manager (Dec 2001–Apr 2025) .
• Nuvera: VP, Network Support Operations (listed contact) .
• Nuvera: VP Technical Services (Apr/May 2025–present) .

Compensation Structure Analysis (management confidence signals)

• Shift away from stock options to cash-based, 3‑year OIBITDA incentives in 2025 reduces reliance on equity grants and may lessen insider selling pressure linked to option exercises; emphasis on operational performance and retention via overlapping cycles .
• Annual incentives continue to require ≥95% OIBITDA achievement; 2024 payout was zero, evidencing pay‑for‑performance discipline in the short‑term plan .
• Anti-hedging and anti-pledging policies strengthen alignment, reducing misalignment risks .

Risk Indicators & Red Flags

• Anti‑hedging and pledging prohibitions reduce alignment risks .
• No material legal proceedings disclosed in FY 2024 10‑K .
• Dividend suspension since Q3 2023 to fund fiber build; leverage ratio 5.17x at YE 2024, increasing financial risk but within loan covenants (max 6.0x) .

Equity Ownership & Trading Signals

• No Section 16 ownership or Form 4 activity disclosed for Lund; trading signal analysis unavailable based on insider filings .
• Company’s single‑holder cap at 7% limits concentration risk .

Investment Implications

• Execution focus: Lund’s promotion centralizes accountability for network construction and service delivery during Nuvera’s largest-ever fiber expansion, a key driver of broadband revenue growth and customer retention .
• Reduced insider selling pressure: 2025 shift to cash-based LTI minimizes option overhang and potential forced selling tied to option exercises; near-term alignment is to OIBITDA and service tenure rather than equity vesting .
• Governance alignment: Strict anti-hedging/pledging policies and clawback provisions reduce misalignment and misconduct risk; compensation discretion remains but is capped by performance thresholds and policies .
• Data gaps: Absence of Lund-specific compensation, ownership, or severance disclosures limits precision on retention risk or pay-for-performance alignment at the individual level; monitoring future proxies and any Item 5.02 filings is warranted .