David Robson
About David Robson
David G. Robson is Nuvve Holding Corp.’s Chief Financial Officer (and Principal Financial and Accounting Officer) since March 2021; he is 57 and holds a B.S. in Accounting from the University of Southern California, and is a CPA (inactive) in California . His employment agreements provide a base salary with triggers tied to capital raised and revenue, a target bonus set at 100% of base salary, and discretionary upside; the company does not publicly disclose specific performance metrics (e.g., TSR, revenue or EBITDA growth targets) used for his annual bonus beyond “KPIs” set by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmer Brothers Co. | CFO & Chief Compliance Officer | Feb 2017 – Nov 2019 | Oversaw finance, IT, M&A and investor relations |
| PIRCH | CFO | Sep 2014 – Sep 2016 | Led accounting, FP&A, treasury, merchandise planning and legal; scaled a high-growth retailer |
| U.S. AutoParts | CFO | Jan 2012 – Sep 2014 | Senior finance leadership at online auto parts provider |
| Mervyns LLC | EVP & CFO | 2007 – 2011 | Executive finance leadership at former discount retailer |
| Guitar Center, Inc. | SVP Finance & Principal Accounting Officer | 2001 – 2007 | Senior finance and accounting leadership |
| Deloitte & Touche LLP | Auditor (early career) | — | Public accounting foundational experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| NuZee Coffee | Director | Since March 2021 |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary (Initial) | $336,000 per year (effective Mar 18, 2025) |
| Base Salary (Trigger to $450,000) | Increases to $450,000 upon (A) ≥$15.0M capital proceeds raised, or (B) ≥$15.0M revenue over a consecutive 12-month period |
| Base Salary (Change of Control) | $320,000 effective upon a change of control |
| Target Annual Bonus | 100% of then-effective base salary; metrics are KPIs set by the Compensation Committee |
| Discretionary Annual Bonus | Up to $100,000 per year at the Compensation Committee’s discretion |
| Perquisites | Auto lease reimbursement (up to $20,000 down and $1,500/month) and mobile phone |
| Equity Awards | Eligible for grants at Compensation Committee’s discretion |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Annual Bonus (2023 paid in 2024) | KPIs (not disclosed) | Not disclosed | 100% of base salary | $75,600 (2023 bonus; paid in 2024) | Part paid as immediately vested RSUs on Jul 7, 2023 (906 shares) |
RSUs In Lieu of Salary (Aug 2022–Aug 2023) – Monthly Vesting Schedule
| Grant Date | Nov 30 2022 | Dec 31 2022 | Jan 31 2023 | Feb 28 2023 | Mar 31 2023 | Apr 30 2023 | May 31 2023 | Jun 30 2023 | Jul 31 2023 | Aug 31 2023 |
|---|---|---|---|---|---|---|---|---|---|---|
| Shares Vested | 83 | 35 | 35 | 35 | 35 | 35 | 35 | 35 | 35 | 35 |
Options (Grant Value Disclosure)
| Year | Option Awards (Grant Date Fair Value) |
|---|---|
| 2023 | $2,803 |
| 2024 | $0 |
Equity Ownership & Alignment
| Metric | Dec 31, 2024 | Sep 4, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 55,205 | 3,441 |
| Ownership % of Outstanding | 6.0% (out of 904,949 shares) | <1% (out of 20,252,314 shares) |
| Direct Shares | 2,565 | Not disclosed |
| Options (exercisable/within 60 days) | 876 | 876 |
| Convertible Note (affiliate) | Up to 51,764 shares via DMKT Ventures Corp., convertible upon certain events within 60 days of maturity (principal+interest at maturity basis) | Not disclosed |
Notes:
- Executive stock ownership guidelines and pledging/hedging status are not disclosed in the referenced filings.
Employment Terms
| Term | Details |
|---|---|
| Current Role | CFO since March 2021; Principal Financial & Accounting Officer; also signs corporate instruments and has served as Secretary on corporate filings |
| Employment Period | Restated Agreement effective Mar 18, 2025; runs through Mar 18, 2026 |
| Severance (No Cause/Good Reason) | 12 months of then-current base salary plus continuation of health benefits |
| Change-of-Control (Double Trigger) | If terminated without “cause” or by Robson after a change in control within 1 year: lump sum equal to 36 months of base salary |
| Primary Office | San Diego, CA area; travel as reasonably required |
| Non-Compete / Non-Solicit | Agreement states “no other restrictions or limitations” on activities following termination beyond what is expressly provided; no non-compete detailed |
Related Party Transactions (Alignment and Conflicts)
- Deep Impact SPV Promissory Notes: CFO and CEO each issued notes (original principal $750,000 each) bearing 17.5% interest; convertible upon certain defaults into an aggregate of 101 membership units pro rata; entitled to a share of Deep Impact’s 25% operating cash flows; funded by CFO $230,000 (CEO $610,500) as of Sep 30, 2025; interest expense for CFO/CEO notes included in company results .
- Nuvve Promissory Notes (Aug 27, 2024): CFO and CEO each issued notes (original principal $250,000; 5% OID; 10.5% interest, rising to 12.5% on default; matured Oct 31, 2024); company repaid $523,097 on Jan 31, 2025 .
- February 2025 Promissory Notes: CFO and CEO each issued notes (original principal $133,000); interest expense disclosed; company repaid $283,578 on Sep 24, 2025 via assignment of a receivable from Switch EV Ltd. .
Implications:
- Insider financing shows “skin-in-the-game,” but elevated interest (17.5%) and conversion rights tied to Deep Impact’s economics introduce potential conflicts of interest and incentive complexity .
Multi-Year Compensation (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $250,981 | $325,500 |
| Stock Awards ($) | $415,564 | $0 |
| Option Awards ($) | $2,803 | $0 |
| Bonus ($) | $62,370 | $75,600 |
| All Other ($) | $0 | $0 |
| Total ($) | $731,718 | $401,100 |
Investment Implications
- Pay-for-performance transparency risk: Annual bonus metrics are described as “KPIs” without public specificity; investors lack visibility into hurdle rigor, payout curves, or TSR/financial weighting, increasing governance uncertainty .
- Retention and exit economics: Standard severance is 12 months salary with benefits, but post-change-of-control economics jump to 36 months lump sum—an unusually high multiple that may influence executive incentives around strategic transactions and creates potential cost overhang in sale scenarios .
- Alignment mix shift: 2023 comp was equity-heavy; 2024 shifted toward cash (no stock/option awards), reducing equity-at-risk exposure. As of Sep 2025, beneficial ownership is small (<1%) amid a much larger share count, weakening “skin-in-the-game” despite historical RSU grants and a convertible note position via an affiliate .
- Related party financing: Insider notes and SPV conversion rights into Deep Impact units plus participation in operating cash flows could create misaligned incentives between corporate profitability and affiliate economics—monitor board oversight and disclosure .
- Monitoring priorities: Track future Form 4 filings for selling pressure, any amendments to severance/CIC terms, and disclosure of bonus KPI frameworks; confirm if any stock ownership guidelines or pledging restrictions are adopted in subsequent proxies .