Nathan Knuth
About Nathan D. Knuth
Independent director nominee (2025) with 28 years of telecommunications software engineering and leadership experience; age 54. Currently CTO and VP of Engineering at Innovative Systems, LLC, overseeing development of telecom billing, financials, mapping, provisioning, and video products; prior roles include software architect in the CTO group at Enphase Energy and VP-level engineering leadership at Tibit Communications, Cerra, and Cyan Optics. Holds an M.S. in Telecommunications and Networking (University of Pennsylvania), B.S. in Electrical Engineering (University of Notre Dame), and an undergraduate degree from the University of St. Thomas. The Board cites his product leadership and deep telecom/networking background as rationale for nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Innovative Systems, LLC | CTO and VP of Engineering | Not disclosed | Responsible for all product development in telecom billing, financials, mapping, provisioning, video |
| Enphase Energy | Software Architect, CTO Group | Not disclosed | Architecture leadership in consumer solar manufacturer |
| Tibit Communications | Vice President of Development | Not disclosed | Interfaced with CORD (Central Office Re-Architected as Datacenter) project |
| Cerra | Vice President of Engineering | Not disclosed | Engineering leadership |
| Cyan Optics | Led software development | Not disclosed | Led development at company that became publicly traded |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodstock Communications, Inc. (Ruthton, MN) | Board Member and President | Not disclosed | Governance and operating leadership at regional communications firm |
| Sebastopol Independent Public Charter School | Board Member; President | Not disclosed | School governance leadership |
Board Governance
- Status and nomination: Knuth is a 2025 nominee to join Nuvera’s Board, with committee assignments to be determined after election.
- Independence: The company reports all seven current directors meet SEC and Nasdaq independence criteria; the Board Chair must be independent; CEO is not a director (separate chair/CEO roles). If elected, Knuth is expected to serve as an independent director consistent with board policy.
- Meetings and engagement: The Board held twelve regular and one special meeting in 2024; each director attended ≥75% of Board and applicable committee meetings; all seven directors attended the 2024 annual meeting. Executive sessions of independent directors occur regularly.
- Committees (current composition pre‑election): Audit (Chair: Wesley Schultz), Compensation (Chair: Dennis Miller), Governance & Nominating (Chair: Suzanne Spellacy), Executive (Chair: James Seifert).
- Trading/hedging policy: Directors are prohibited from options transactions, short sales, hedging, and pledging company stock; margin purchases prohibited (other than cashless exercise).
Fixed Compensation
Nuvera’s standard non‑employee director compensation framework (2023–2024 terms):
| Component | Amount |
|---|---|
| Annual Cash Retainer | $25,000 |
| Annual Equity Retainer (Company stock) | $40,000 |
| Audit Committee Member Retainer | $6,500 |
| Compensation Committee Member Retainer | $5,000 |
| Governance & Nominating Committee Member Retainer | $5,000 |
| Board Chair Additional Retainer | $20,000 |
| Audit Committee Chair Additional Retainer | $13,000 |
| Compensation Committee Chair Additional Retainer | $10,000 |
| Governance Committee Chair Additional Retainer | $10,000 |
Notes:
- Directors are paid 50% of retainers in Company stock, and may elect up to 100% in stock; shares vest on grant.
- If elected, Knuth will be issued Nuvera common stock in connection with election, per governance policy requiring directors to be shareholders.
Performance Compensation
- No performance-based compensation for directors is disclosed; equity for directors vests on grant and director compensation comprises fixed cash and equity retainers plus committee/chair retainers.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Consideration |
|---|---|---|---|
| Woodstock Communications, Inc. | Not disclosed | Board Member and President | Telecom sector overlap; assess for supplier/customer/competitor interactions with Nuvera; no related-party transactions disclosed in proxy. |
| Sebastopol Independent Public Charter School | Non-profit | Board Member; President | No direct commercial interlock with Nuvera disclosed. |
- Related-party transactions: Proxy outlines policy requiring approval and market terms for transactions with directors/officers/5% holders; no specific related-party transactions are discussed for 2024–2025.
Expertise & Qualifications
- Technical and industry: Deep telecom networking/software expertise; led design, development, and deployment of telecom equipment and networking solutions.
- Education: M.S. Telecommunications and Networking (University of Pennsylvania), B.S. Electrical Engineering (University of Notre Dame), undergraduate degree (University of St. Thomas).
- Board rationale: Product leadership, 28 years of technical/business experience, and telecom background expected to contribute meaningfully to Board and committees.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Nathan D. Knuth | 200 | <1% |
- Shares outstanding at record date (March 27, 2025): 5,178,176. Percent table is based on this denominator.
- Alignment policies: Directors compensated partly in stock; new directors issued stock upon election; hedging and pledging prohibited.
Governance Assessment
-
Strengths
- Independent Board leadership with Chair separate from CEO; CEO not a director, enhancing oversight.
- Robust independence posture and regular executive sessions of independent directors; committee structure covers audit, compensation, governance, and executive oversight.
- Director compensation includes equity paid in Company stock, supporting alignment; stock vests on grant; new directors issued stock on election.
- Clear anti‑hedging/anti‑pledging policy reduces misalignment and reputational risk.
-
Risks and Monitoring Items
- External telecom roles (Innovative Systems CTO/VP; Woodstock Communications President) create potential ecosystem interlocks; monitor for supplier/customer/competitor relationships and any transactions requiring independent Board approval. No specific related-party transactions are disclosed in the proxy.
- As a new nominee, committee assignments and attendance record are not yet available; effectiveness will hinge on committee placement (audit/cyber risk, compensation, governance) and engagement.
- Ownership currently <1%; while directors must be shareholders and receive stock compensation, ongoing accumulation will be a signal of alignment.
-
Overall implication for investor confidence
- Knuth’s telecom software and networking depth aligns with Nuvera’s operational risk and technology roadmap; independence structure, equity-based director comp, and anti‑hedging policies support governance quality. Continued monitoring of potential interlocks and future committee roles/attendance will be key indicators of Board effectiveness post‑election.