Ted Smith

About Ted Smith

Ted Smith, age 57, is President and Chief Operating Officer (COO) of Nuvve Holding Corp. and has served as a director since November 2020; he is a founding investor in Nuvve and previously served as Chief Administrative Officer before becoming COO in 2018 . He currently also serves as Chief Executive Officer of Nuvve New Mexico, LLC (a subsidiary), effective March 18, 2025, under a separate employment agreement; he is NACD Directorship Certified®, a CFA charterholder, holds an MBA from the University of San Diego and a BS in Marine Engineering/Technology from Maine Maritime Academy . He has 20+ years of finance and operations experience (Wall Street Associates, Nicholas‑Applegate) and U.S. Navy service (1989–1996), and is a board member of Dreev, a joint venture between EDF Renewables and Nuvve . Performance metrics such as TSR, revenue, and EBITDA growth are not disclosed in the proxy materials.

Past Roles

External Roles

Fixed Compensation

Multi‑Year Compensation (reported)

Notes: Bonuses shown relate to prior‑year award timing and include amounts paid via immediately vested RSUs in July 2023 as part of 2022 annual bonuses .

Current Employment Economics

Performance Compensation

2022–2023 RSU salary/bonus deferrals: Ted Smith’s 2022 compensation amendment included monthly‑vesting RSUs in lieu of cash ($44,625 RSUs; schedule detailed below) .

Equity Ownership & Alignment

Beneficial Ownership and Alignment

Options and Equity Awards Outstanding (12/31/2024)

• Clawback policy: Company has adopted a compensation recovery policy compliant with Nasdaq Listing Rules (Dodd‑Frank) .
• Plan‑level acceleration: Non‑negotiated change of control triggers immediate vesting at 100% of performance goals; for negotiated transactions, Committee may accelerate, cash‑out, or arrange assumption/continuation; “Change of Control” is defined at >50% ownership .

Employment Terms

Board Governance

• Board classification: Smith serves as a Class C director with term expiring 2027; Board classes A/B/C are staggered, which may delay changes in control .
• Independence: Smith is not independent due to his executive role; Board has a majority of independent directors under Nasdaq rules .
• Chair/lead structure: Jon M. Montgomery is Chairperson; while no formal Lead Independent Director, independent directors meet in executive session regularly without management .
• Committees:
  • Audit: Sherman (Chair), Montgomery, Johnson; Smith not listed as a member .
  • Compensation: Sherman (Interim Chair), Montgomery, Huang; Smith not listed as a member .
  • Nominating & Corporate Governance: Montgomery (Chair), Sherman, Huang; Smith not listed as a member .
• Attendance: In FY2024, the Board met 19 times; all directors attended ≥75% of Board and committee meetings on which they served .

Director Compensation Program (non‑employee directors)

Program applies to non‑employee directors; Smith is an employee director. Non‑employee director fees and equity practices are reviewed periodically by the Compensation Committee and Board .

Compensation Structure Analysis

• Shift toward variable and performance‑linked cash at subsidiary: The NNM LLC agreement introduces clear revenue milestones for salary step‑ups and capital raise bonuses, tightening pay‑for‑performance alignment at the subsidiary level .
• Reduction in guaranteed corporate cash comp: Corporate base reduced to $357,000 from $446,250 in March 2024, with continued at‑risk annual bonus design (target 100% of base) .
• Use of equity in lieu of cash historically: 2022–2023 amendments incorporated RSU deferrals, signaling liquidity conservation and alignment with shareholders .
• Clawback and COC mechanics: Policy‑level clawback and plan‑level acceleration in non‑negotiated COC mitigate misaligned payouts; NNM LLC includes 3× base COC severance, enhancing retention but introducing potential change‑in‑control cost .

Equity Ownership & Alignment Commentary

• Skin‑in‑the‑game: Beneficial ownership is <1% with 1,710 options exercisable within 60 days; absolute shareholdings are modest, which may limit direct equity sensitivity absent incremental grants .
• Overhang and dilution context: The Amended and Restated 2020 Equity Incentive Plan includes a 5% evergreen and allows for acceleration/cash‑out upon certain transactions; Board sought shareholder approval to expand share pool in 2025, highlighting reliance on equity compensation to attract/retain talent .

Employment & Contracts (Retention Risk)

• Corporate severance (NVVE): 12 months base salary and health continuation upon termination without cause/good reason; provides moderate retention but limited compared to industry CEO packages .
• Subsidiary severance (NNM LLC): 12 months base salary for no‑cause; 3× base within 12 months post COC; stronger retention economics at subsidiary level; dual‑role obligations (CEO of NNM LLC and NVVE director/COO) require careful governance oversight to avoid conflicts .

Investment Implications

• Alignment and incentives: Revenue‑ and capital‑raise‑linked incentives at NNM LLC create near‑term operating and financing execution levers; expect management focus on milestone attainment that could drive newsflow and potential insider Form 4 settlements from vesting/option exercises around achievement dates .
• Selling pressure/overhang: Modest personal holdings and multiple outstanding options may limit insider selling pressure; however, broader company capital structure (notes/warrants, share pool expansions) signals potential dilution dynamics requiring monitoring alongside compensation equity usage .
• Governance quality: Executive‑director dual role with independent chair and majority‑independent board mitigates independence concerns; Smith is not on audit/comp/nominating committees, reducing dual‑role conflicts risk .
• Retention risk: Enhanced COC terms at NNM LLC (3× base) lower transition risk in change‑in‑control scenarios but increase potential transaction costs; corporate severance remains standard at 12 months .