H. David Sherman

About H. David Sherman

H. David Sherman (age 76) is an independent director at Nuvve Holding Corp. and has served on the board since November 2020; he is a CPA with an MBA and DBA from Harvard Business School and a long-tenured accounting professor at Northeastern University (since 1985) . The Board has designated him the Audit Committee financial expert based on his education and financial experience .

Past Roles

External Roles

• Interlock note: Another NVVE director, Jon M. Montgomery, also serves on Nature’s Miracle Holding Corp.’s board, creating an external interlock between two NVVE directors .

Board Governance

• Committees and chair roles: Audit Committee Chair; member of Compensation Committee and serving as Interim Chair as of 2025; Audit Committee also includes Montgomery and Johnson; Compensation Committee includes Montgomery and Huang .
• Audit Committee financial expert: Board determined Sherman qualifies as SEC “audit committee financial expert” and financially sophisticated under Nasdaq rules .
• Independence: Board determined Sherman is independent under Nasdaq rules; the Board comprises a majority of independent directors .
• Board structure: Classified board; Sherman is Class B (term expiring 2026) .
• Attendance and engagement: Board met 19 times in FY2024; all directors attended at least 75% of aggregate Board and committee meetings; independent directors meet in executive session regularly without management .
• Related-party oversight: Audit Committee charter tasks include reviewing and approving all related-party transactions ; the company discloses a formal related-party transactions policy overseen by the Audit Committee .

Fixed Compensation

• Director pay program (non-employee directors) – annual cash retainer and committee fees:
  | Component | Amount | |---|---| | Annual Director Cash Retainer | $40,000 | | Chair of the Board (additional) | $70,000 | | Committee Chair – Audit | $20,000 | | Committee Chair – Compensation | $15,000 | | Committee Chair – Nominating & Governance | $10,000 | | Committee Member – Audit | $10,000 | | Committee Member – Compensation | $7,500 | | Committee Member – Nominating & Governance | $5,000 |

• Director compensation earned in 2024 (non-employee directors):
  | Name | Fees Paid (Cash) | Stock Awards (RSUs) | Total | |---|---|---|---| | H. David Sherman | $36,250 | $0 | $36,250 |

• Outstanding option holdings as of 12/31/2024: Sherman had no outstanding stock options per the director options table .

Performance Compensation

• Equity grants/metrics (directors): For 2024, Sherman received $0 in stock awards; no options were outstanding, and the proxy does not disclose any performance-based metrics tied to director compensation for 2024 .
  | Metric | 2024 Detail | |---|---| | RSUs/DSUs Granted (Grant date / shares / grant-date FV) | None granted ($0) | | Options (strike / expiration / vesting) | None outstanding as of 12/31/2024 | | Performance metrics tied to director equity | Not disclosed for 2024 |

Other Directorships & Interlocks

• External interlock: Both Sherman and NVVE director Jon M. Montgomery serve on NMHI’s board .

Expertise & Qualifications

• CPA; MBA and DBA (Harvard Business School); extensive academic and practitioner background in financial reporting and analysis .
• Prior SEC Academic Fellow (Corp Fin OCA), enhancing regulatory and accounting oversight expertise .
• Designated Audit Committee financial expert by NVVE’s Board .

Equity Ownership

• Beneficial ownership detail (directors):
  | Holder | 12/31/2024 Shares | % of Outstanding | 9/4/2025 Shares | % of Outstanding | |---|---|---|---|---| | H. David Sherman | 553 | <1% | 100,553 | <1% |

Notes:

• The 12/31/2024 director options table shows no outstanding options for Sherman; the 2025 Special Meeting proxy ownership table does not list any derivative holdings or options for Sherman in footnotes .
• No footnote indicates any shares pledged as collateral for Sherman in the beneficial ownership disclosures reviewed .

Governance Assessment

• Strengths:

  • Deep accounting expertise and SEC fellowship; designated Audit Committee financial expert—supports robust financial reporting oversight .
  • Chairs the Audit Committee; Compensation Committee member and interim chair; direct involvement in related-party oversight and pay governance .
  • Independent director status; Board met frequently (19 meetings in 2024) with strong director attendance (≥75%), indicating active engagement .

• Alignment and incentives:

  • 2024 director compensation for Sherman was cash-only ($36,250) with no equity grants; however, by 9/4/2025 he is reported to beneficially own 100,553 shares (<1%), indicating increased share ownership alignment versus 553 shares at 12/31/2024 .

• Watch items / potential red flags:

  • External board interlock: Sherman and Montgomery both serve on NMHI’s board; while common among small-cap boards, interlocks can introduce potential for shared perspectives; independent oversight should monitor for groupthink .
  • Company-level capital actions (e.g., 2025 reverse split authorization to address Nasdaq bid price) heighten scrutiny on audit and governance rigor during financing activity—areas under Sherman's committee purview though not specific to him individually .

• Policies and controls:

  • Formal RPT policy and Audit Committee review/approval requirements are disclosed, with Audit Committee empowered to approve only arm’s-length transactions and impose conditions as needed .

Overall: Sherman’s profile (CPA, SEC fellowship, audit committee chair, designated financial expert) and independent status support board effectiveness in financial oversight. Ownership alignment improved into 2025. An external interlock with a fellow NVVE director (NMHI) should be monitored to preserve independent judgment .