Gregory Poilasne

About Gregory Poilasne

Gregory Poilasne is Chief Executive Officer and a director of Nuvve Holding Corp. (NVVE); he has served as CEO and director since November 2020 and previously served as Chairman, with 20+ years in start-ups and RF/wireless technology leadership and an MBA (Wharton) and Ph.D. in Electrical Engineering (Rennes 1) . As a director-CEO dual role, governance mitigants include an independent (interim) Chair, a majority-independent board, and fully independent audit, compensation, and nominating committees, with directors attending at least 75% of meetings in 2023 (18 meetings) . His current employment agreement (amended and restated Jan 25, 2024) runs through March 18, 2025, sets a base salary of $525,000 until March 19, 2024 then $420,000, targets a 100% of salary annual bonus (KPI-based), allows a one-time 2024 performance bonus and up to a $100,000 discretionary bonus, and provides perquisites including auto reimbursement; severance is 12 months’ base salary and health benefits upon termination without cause or for good reason; earlier terms (at Business Combination) included a 4x base salary change-in-control multiple if terminated within 12 months, but the updated 2024 agreement supersedes prior terms and does not restate CIC multiples .

Past Roles

External Roles

Fixed Compensation

Summary Compensation (actual reported)

Notes:

• 2022–2023 programs included equity in lieu of cash for a portion of pay (salary adjustments with monthly vesting RSUs) .

Performance Compensation

Annual cash bonus framework and equity incentives are structured around Compensation Committee-set KPIs; specific metrics/weightings are not disclosed in the proxy filings. Historical payouts show prior-year bonuses paid subsequently (e.g., 2021 bonus paid in 2022; 2022 bonus paid in 2023); the 2024 agreement maintains a 100% target bonus and includes a one-time 2024 performance bonus .

Key incentive awards and vesting details

Equity Ownership & Alignment

• Insider beneficial ownership (multi-period) | As-of Date | Shares Beneficially Owned | % Outstanding | |---|---:|---:| | Apr 1, 2024 | 179,654 [includes 12,171 options exercisable within 60 days] | 2.9% | | Dec 31, 2024 | 90,404 [includes options, Series A warrants, convertible notes; subject to 4.99%/9.99% caps] | 9.9% | | Sep 4, 2025 | 714,158 [includes options and 378,185 warrants] | 3.53% |

• Structure of holdings and caps: As of Dec 31, 2024, holdings include direct shares, exercisable options, Series A warrants (4.99% cap), Senior Convertible Notes and Warrants (9.99% cap), and a convertible note held via an affiliate (Poilasne Inc.), all constrained by beneficial ownership limits that can delay conversions/exercises and stagger potential selling pressure .

• Hedging/pledging: Company policy prohibits hedging transactions and generally prohibits borrowing or non‑recourse pledging of company shares by officers and directors (mitigates alignment risk from pledged shares) .

• Ownership guidelines: Not disclosed.

Employment Terms

Board Governance and Director Service

• Service history and committees: Poilasne has been a director since November 2020; he is not listed as a member of the standing committees (Audit, Compensation, Nominating & Governance), which are composed exclusively of independent directors .
• Independence and leadership: Board has a majority of independent directors; interim Chair is independent, providing counterbalance to CEO-director dual role .
• Attendance: Board met 18 times in 2023; all directors attended at least 75% of board and committee meetings .
• Director compensation: Non-employee directors receive cash retainers and equity; as a management director, Poilasne’s compensation is captured in the executive tables (he does not receive non‑employee director retainers) .

Related Party and Capital Structure Considerations

• CEO participation in private placement: On Oct 31, 2024, Nuvve issued senior convertible promissory notes (8% interest, OID 10%) and warrants with full-ratchet anti-dilution; Poilasne purchased $250,000 principal of Notes and received Warrants for up to 73,487 shares (aggregate price $225,000), subject to stockholder approval under Nasdaq Rules 5635(c)/(d); conversions/exercises constrained by 9.99%/4.99% beneficial ownership caps .
• Anti-dilution and issuance impacts: Share issuances under the Notes/Warrants may be materially dilutive; approval enabled issuance beyond 19.99% cap; company noted potential price pressure and anti‑takeover implications .
• Reverse stock splits and listing compliance: In Sept 2025, the board sought authorization for a reverse split (1-for-2 to 1-for-40) to address Nasdaq minimum bid price deficiency; the company had effected large cumulative reverse splits in prior periods and was appealing a delisting determination before a Nasdaq Hearings Panel .

Risk Indicators and Red Flags

• Financing with full-ratchet features and insider participation (potential conflicts; aligned capital support but can heighten dilution) .
• Ongoing need for capital; potential issuance pressure and market price impact highlighted by the company itself in special proxy materials .
• Nasdaq compliance risk driving reverse split considerations; potential share count contraction and odd-lot liquidity dynamics post-split .
• Hedging/pledging restricted by policy (positive governance alignment) .
• Say-on-pay and compensation peer benchmarking process not deeply disclosed; the compensation committee is independent and retains authority to hire its own consultants, with independence assessments .

Director and Executive Ownership Detail (Breakdown)

• As of Dec 31, 2024, Poilasne’s 9.9% beneficial ownership excludes conversion/exercise portions blocked by 4.99%/9.99% caps; includes: direct shares (9,247), options exercisable within 60 days (2,312), Series A Warrants (2,500), Notes-convertible shares (73,487), Warrants (73,487), and a convertible note via Poilasne Inc. (up to 51,764 shares, contingent) .
• As of Sep 4, 2025, beneficial ownership included 2,312 options, 2,500 Series A Warrants, and up to 378,185 warrant shares (subject to caps), totaling 714,158 shares (3.53%) .

Investment Implications

• Alignment and retention: Poilasne’s mix features meaningful equity exposure (options/RSUs and significant warrant exposure via insider investment), and policy restrictions on hedging/pledging support alignment; however, vesting supply and potential conversions (once caps are navigated) can create episodic selling pressure. Severance is now lighter (12 months), modestly raising retention risk absent the previously richer CIC multiple (which is not specified in the 2024 amended agreement) .
• Governance balance: Independent chair and committee structure mitigate dual-role concerns; attendance and independent oversight appear solid, though extensive financing actions have required repeated shareholder approvals .
• Capital structure overhang: Full-ratchet anti-dilution notes/warrants and reverse split toolkit underscore balance-sheet fragility; while insider participation signals confidence and access to capital, dilution and listing compliance risks remain key trading drivers near term .
• Pay-for-performance: Bonus metrics are KPI-based but not disclosed; 2022–2023 pay incorporated equity in lieu of cash, indicating conservation of cash and equity-heavy comp during stress. Monitor 2024 one-time bonus criteria and any 2025 proxy disclosures for metric rigor and equity grant practices .

Appendix: Additional Quantitative Details

Vesting schedule for 2022–2023 salary-replacement RSUs (CEO)

Select outstanding awards as of Dec 31, 2023