Brian Johnson
About Brian Johnson
Brian Johnson, age 65, is an independent director at Nuvve Holding Corp. (NVVE), serving in Class C with a term expiring in 2027 . He is a retired Managing Director and senior equity analyst who led U.S. Autos and Auto Parts coverage at Barclays (2008–2022), with prior equity research roles at Lehman Brothers (2006–2008) and Sanford C. Bernstein (2003–2006) . Johnson previously was a Partner at McKinsey & Company (1984–1996) and Accenture (1996–2003); he holds a B.S. in Industrial Engineering from Stanford and a J.D., magna cum laude, from Harvard Law School, and is a retired member of the Illinois bar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays | Managing Director; Senior Equity Analyst, U.S. Autos & Auto Parts | 2008–2022 | Led EV/autonomy/mobility research; repeated Institutional Investor recognition |
| Lehman Brothers | Senior Equity Research Analyst | 2006–2008 | Global automotive coverage |
| Sanford C. Bernstein | Senior Equity Research Analyst | 2003–2006 | Global automotive coverage |
| McKinsey & Company | Partner | 1984–1996 | Strategy/M&A/digital for financial institutions |
| Accenture | Partner | 1996–2003 | Financial services strategy; digital marketing initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Civic and cultural boards (Chicago area) | Board member/advisor | Not disclosed | Biography references civic and cultural board service; no public company boards disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class C; term expiring 2027 |
| Committee memberships | Audit Committee member (H. David Sherman—chair; Jon M. Montgomery; Brian Johnson) |
| Committee chair roles | None; Johnson is not listed as chair for Audit, Compensation, or Nominating |
| Independence | Board determined Audit Committee members are independent under Nasdaq and Rule 10A-3(b)(1) |
| Financial expert designation | Audit Committee financial expert designation is specifically attributed to H. David Sherman |
| Board meeting cadence/attendance | Board met 19 times in FY 2024; all directors attended ≥75% of meetings of the Board/committees they served |
| Executive sessions | Independent directors meet in executive session regularly without management |
Fixed Compensation
| Component | Amount (USD) |
|---|---|
| Annual non-employee director cash retainer | $40,000 |
| Additional annual compensation – Chairperson of the Board | $70,000 |
| Committee chair – Audit | $20,000 |
| Committee chair – Compensation | $15,000 |
| Committee chair – Nominating & Corporate Governance | $10,000 |
| Committee member (non-chair) – Audit | $10,000 |
| Committee member (non-chair) – Compensation | $7,500 |
| Committee member (non-chair) – Nominating & Corporate Governance | $5,000 |
The 2024 Director Compensation table did not include Brian Johnson (he was not serving during 2024), but sets the structure and amounts for non-employee directors going forward .
Performance Compensation
| Award Type | Grant Date | Shares | Price/Strike | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Common Stock award (Form 4) | 2025-08-24 | 100,000 | $0 (stock award) | Not disclosed | No director performance metrics disclosed in proxy |
Director compensation section describes RSUs and fair value accounting but does not set performance-based metrics for director equity grants .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | NVVE proxy biography does not list other public company directorships for Johnson |
Expertise & Qualifications
- Equity research and sector expertise: 20+ years covering global autos, EVs, and autonomy; recognized by Institutional Investor .
- Strategic/operational advisory background: Partner roles at McKinsey and Accenture (financial services, strategy, digital) .
- Education and credentials: B.S. Industrial Engineering (Stanford); J.D., magna cum laude (Harvard Law); retired Illinois bar member .
- Audit Committee independence and literacy: Audit Committee members are independent and able to read and understand financial statements .
Equity Ownership
| Metric | As of June 25, 2025 | As of September 4, 2025 |
|---|---|---|
| Shares beneficially owned | — | 100,000 |
| Ownership as % of outstanding | — | <1% (Company notes “* Less than 1%”) |
| Shares outstanding reference | 10,613,022 | 20,252,314 |
Insider Trades (Form 3/4)
| Form Type | Filing Date | Transaction Date | Transaction Type | Shares Transacted | Price | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|---|
| Form 3 | 2025-08-12 | 2025-06-25 | Initial statement | — | — | — | https://www.sec.gov/Archives/edgar/data/1836875/000183687525000121/0001836875-25-000121-index.htm |
| Form 4 | 2025-08-26 | 2025-08-24 | A – Award of Common Stock | 100,000 | $0 | 100,000 | https://www.sec.gov/Archives/edgar/data/1836875/000183687525000145/0001836875-25-000145-index.htm |
Governance Assessment
- Independence and committee role: Johnson serves on the Audit Committee, which meets at least quarterly; members are independent and financially literate—supportive of board oversight quality .
- Attendance and engagement: NVVE’s Board met 19 times in FY 2024, with all directors attending ≥75% of Board/committee meetings—indicative of engagement expectations for directors .
- Ownership alignment: Johnson reported 100,000 shares beneficially owned as of September 4, 2025 (<1% of outstanding), following a 100,000-share award on August 24, 2025—positive alignment signal though stake size is modest relative to shares outstanding .
- Committee assignments and financial rigor: Audit Committee responsibilities include approving related-party transactions and risk oversight (financial and cybersecurity), enhancing confidence in governance processes; Johnson is part of the committee’s signed report to include audited financials in the 2024 Form 10-K .
- Conflicts and related-party exposure: NVVE discloses no familial relationships among directors and requires Audit Committee review/approval of related-party transactions; no Johnson-specific related-party transactions are disclosed in the provided excerpts .
- Director compensation structure: Cash retainer and committee fees are standardized; no performance-based director metrics disclosed—reduces pay-for-performance signaling at the board level .
- Red flags: None identified in excerpts specific to Johnson (no pledging/hedging disclosures; no say-on-pay issues noted; no legal proceedings mentioned). Monitoring equity award practices and any future related-party transactions remains prudent .
Audit Committee Report signatories: H. David Sherman (Chair), Jon M. Montgomery, Brian Johnson—supporting audit oversight credibility .