Laurenz Malte Nienaber
About Laurenz Malte Nienaber
Laurenz Malte Nienaber, 36, is a Munich-based investor and entrepreneur with a finance and technology background; he was nominated in the 2025 Proxy and elected at the May 20, 2025 AGM, and subsequently appointed Chair of the Board on June 2, 2025 . He holds an M.Sc. in Finance (Rotterdam School of Management) and a B.Sc. in Information Management (Frankfurt School of Finance & Management), plus an integrated apprenticeship as an IT specialist in Application Development . His board credentials include Deputy Chairman of the Supervisory Board at EQS Group AG (2018–2024) and a Supervisory Board role at AlarmForce Industries (2017), along with investment roles at TGV and earlier experience at Roland Berger .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EQS Group AG | Deputy Chairman, Supervisory Board | 2018–2024 | Governance leadership at a German public company |
| AlarmForce Industries | Supervisory Board Member | 2017 | Oversight role at security services company |
| Investmentaktiengesellschaft für langfristige Investoren TGV | Investment Professional | 2014–2019 | Long-term investing; potential linkage to later 5% holder (see Interlocks) |
| Roland Berger Strategy Consultants | Consulting Analyst | 2012 | Strategy consulting foundation |
| BNS Business Network Solutions GmbH | Founder & Managing Director | 2016–2024 | B2B network analysis startup leadership |
| LMN Capital GmbH | Founder & Managing Director | 2019–present | Investment strategy and governance focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LMN Capital GmbH | Founder & Managing Director | 2019–present | Investment strategy, board governance orientation |
| EQS Group AG | Deputy Chairman, Supervisory Board | 2018–2024 | Oversight at listed European RegTech firm |
| AlarmForce Industries | Supervisory Board Member | 2017 | Corporate governance in security sector |
Board Governance
- Chair of the Board of Directors (appointed June 2, 2025) .
- Committee assignments: Member, Compensation Committee (newly established in 2025; chaired by Stephan Uhrenbacher; other member Allen Taylor) .
- Board independence: The Board is majority independent (all except the CEO), with quarterly executive sessions of independent directors; the company separates Chair and CEO roles and emphasizes independent oversight .
- Audit Committee and independence standards: Audit Committee members are independent under NASDAQ and Rule 10A-3; the committee held five meetings in 2024 with ≥75% attendance by members (pre-refresh) .
- Governance structure refresh: In 2025, the Board established committee leadership and governance structure to strengthen oversight; Independent Vice Chair appointed (Jeffrey Tory) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $50,000 | Increased from $30,000 starting Q1 2025 |
| Chair of the Board additional retainer | $15,000 | Annual, in addition to base retainer |
| Audit Committee Chair fee | $15,000 | Increased from $7,500 starting Q1 2025 |
| Governance & Nominating & Compensation Committee Chair fee | $15,000 | Increased from $7,500 starting Q1 2025 |
| Audit Committee membership fee | $12,000 | Annual per member |
| Governance & Nominating & Compensation Committee membership fee | $12,000 | Annual per member |
| One-time Board payment | $10,000 | Approved Nov 2024, paid Q1 2025 for Ting pivot work in 2024 (applies to Board members; attribution by director not specified) |
Performance Compensation
| Element | Terms | Vesting/Triggers |
|---|---|---|
| Initial director option grant | 4,375 options on date of becoming a director; exercise price = fair market value at grant; 5-year term | Vests in full after 1 year |
| Audit Committee membership grant | 3,750 options on date of becoming a member; exercise price FMV; 5-year term | Vests in full after 1 year |
| Governance & Nominating & Compensation Committee membership grant | 2,500 options on date of becoming a member; exercise price FMV; 5-year term | Vests in full after 1 year |
| Annual director meeting grant | 3,750 options to each non-employee director at each annual meeting; exercise price FMV; 5-year term | Vests by earlier of 1 year or next annual meeting |
| Change-of-control/death/disability | Accelerated exercisability of formula option grants | Acceleration upon events |
| Hedging | Prohibited for directors and employees under Insider Trading Policy | Policy enforcement |
| Tax gross-ups | None for executives or directors | Policy statement |
Note: The newly created Compensation Committee (2025) is separate from the prior combined Governance & Nominating & Compensation Committee described in the 2025 Proxy; option grant formula references the latter committee and may precede committee structure changes .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| EQS Group AG | Deputy Chairman, Supervisory Board | 2018–2024; public company | No TCX-related transaction disclosed; governance expertise additive |
| AlarmForce Industries | Supervisory Board Member | 2017 | No TCX-related transaction disclosed |
| Investmentaktiengesellschaft für langfristige Investoren TGV | Investment Professional | 2014–2019 | Historical tie to a 5%+ holder: Monega KAG lists stake referencing TGV and company records (5.4% as of Apr 1, 2025) — perception risk of influence though no related-party transactions disclosed |
Expertise & Qualifications
- Finance, investment strategy, risk management, and business transformation; founder-led investment experience (LMN Capital) .
- Technology fluency via information management degree and IT apprenticeship; B2B network analytics startup leadership (BNS) .
- Board governance credentials across European public markets (EQS Group AG) and North American boards (AlarmForce) .
Equity Ownership
| Metric | Status |
|---|---|
| TCX shares beneficially owned | Not disclosed for Nienaber in the 2025 Proxy (record date April 1, 2025; nominees listed separately) |
| Ownership % of outstanding shares | Not disclosed for Nienaber; total shares outstanding 11,041,426 as of Apr 1, 2025 for context |
| Director stock ownership guidelines | Company encourages stock ownership; hedging prohibited; no stated mandatory director ownership multiples |
Governance Assessment
- Board effectiveness and oversight: Appointment as Chair signals an investor-oriented governance posture; clear committee delineation with independent Audit oversight under NASDAQ/Rule 10A-3, and a newly established Compensation Committee to focus on incentive alignment .
- Independence and engagement: Board majority independent, with executive sessions and separation of Chair/CEO roles; structural practices support independent oversight .
- Compensation alignment: Director pay mix moved to higher cash retainers in 2025 while preserving equity alignment through formula option grants with time-based vesting and FMV strike; no hedging and no tax gross-ups — generally shareholder-friendly .
- Related-party and conflicts: Company reports no related-party transactions requiring disclosure; however, Nienaber’s prior employment at TGV coincides with a reported 5%+ shareholder stake referenced via Monega KAG/TGV, which warrants monitoring for perceived influence or voting coordination despite the absence of disclosed transactions (RED FLAG: historical tie to significant shareholder; monitor for recusal and committee decisions) .
- Attendance and diligence: 2024 committees met regularly with ≥75% attendance among then-members; as a new director appointed in 2025, Nienaber’s individual attendance metrics are not yet disclosed .
Overall signal: Elevation to Chair combined with Compensation Committee membership places Nienaber at the center of strategy and pay oversight; the structural guardrails (independence, no hedging, no tax gross-ups, explicit option vesting rules) are favorable for investor confidence, while historical ties to a 5%+ holder deserve continued scrutiny for potential conflicts in sensitive votes .